Terms of Service

TERMS OF USE FOR REGISTERED USERS

1. Agreement:

   Please read these terms of use ("Terms"), a legal agreement between CerebrAIx Technologies, a Company having its registered office (hereinafter "Company") of the first part AND the Registered User of the second part (hereinafter collectively referred to as "you" , "yours" or "Registered User"). The Terms shall govern use of and access to(the "Website") and the technology platform accessible through the Website which is an online marketplace connecting Registered Users (defined below) with Service Partners (defined below) (hereinafter the "Software").

   Please carefully go through these Terms and the privacy policy available at https://CerebrAIx.com/privacy-policy ("Privacy Policy") before you decide to access or use the Website and Software made available by the Company. These Terms and the Privacy Policy together constitute a legal agreement ("Agreement") between you and Company in connection with your access and use of the Website and Software.

   The Website is currently owned and operated by Astutrix Technologies Pvt. Ltd.

   By clicking "sign up" or the ‘I accept‘ tab at the time of registration, or by entering into an agreement with the Company to provide committed Services (defined below) as set out in these Terms, or through the continued use or accessing the Website and Software, You agree to be subject to these Terms.

   We request You to please read these Terms carefully and do not click "sign up" or "I accept" or continue the use of the Website and Software unless You agree fully with these Terms.

2. Definitions:

   As used in these Terms, the following terms shall have the meaning set forth below:

   1. "Bid" shall mean the proposal that the Service Partner submits in response to the Brief shared by the Registered User through the Website and Software in respect of a Project. As per the Terms of Use, every Bid submitted by the Service Partner shall be routed through the Software and Website.
   2. "Brief" shall mean the details that the Registered User enters in the Software accessible through the Website regarding the Project which includes details such as the specifications, time lines, consideration/fees, deliverables etc. which is provided by a Registered User to the Service Partners so that they can Bid for the Project.
   3. "Confidential Information" shall mean all information and materials furnished by a party which: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential. Confidential Information shall include, but not be limited to Content of the Website, Brief, Bids, Registered User Information such as details about the Projects pertaining to specification, time lines, consideration/fees, list of clients, all types of data, information, ideas, specifications, procedures, software, technical processes and formulas, source code, product designs, financial information, business plans, projections, marketing data and other similar information provided by a party, documentation, the existence and contents of this Agreement, whether such is transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and shall include all proprietary information, customer and prospect lists, trade secrets, or proposed trade names, know-how, concepts, drawings, flow charts, diagrams and other intellectual property relating to the subject matter of this Agreement.
   4. "Effective Date" means the Date on which You accept these Terms by clicking 'Sign Up' or 'I Accept' or entering into an agreement with the Company.
   5. "Project" shall mean assignments pertaining to the Information Technology industry requiring professionals offering Services.
   6. "Registered User" means any person who signs up and registers as a user by creating an Account on the Software through the Website and who posts Briefs for Projects and invites Bids from Service Partners.
   7. "Registered User Information" means information regarding Registered Users which includes information such as information pertaining to name, legal status and address of the Registered User, Brief of the Project;
   8. "Service" means IT services provided by the Service Partner to the Registered Users.
   9. "Service Partner" means a duly qualified and experienced IT professional eligible and qualified to practise in India.
   10. "Service Partner Information" means information pertaining to his/her name, qualification, experience, specialization, consultation fees, education, professional memberships etc.
   11. "Work Order" shall mean a job assigned by the Registered User to the Service Partner via the Website after signing up the Term Sheet and contains Terms and Conditions pertaining to the Project.
   12. All other capitalized terms shall have the meaning ascribed to them in the Other Terms.

3. Registration as a Registered User:

   1. In order to access and use the features available on the Software and the Website offered by the Company for posting Briefs for various Projects and inviting Bids from Service Partners you will need to accept the Terms and then create an account ("Account") and represent, warrant and covenant that you will provide accurate and complete registration information, including, but not limited to a user name ("User Name"), e-mail address and a password you will use to access the Software through the Website and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Account.
   2. In order to be able to register yourself as a Registered User on the Software through the Website, You represent and warrant to the Company that: (a) You are at least eighteen (18) years of age and have the authority to enter into this Agreement; (b) this Agreement is binding and enforceable against you; (c) If you are using the Website and Software on behalf of any other person/s (including individuals) or entity (including bodies corporate and others), you further represent and warrant that you are authorized to accept these Terms on such entity's/person's behalf, and that such entity agrees to indemnify the Company for violation of these Terms; (d) you are authorized to transfer payment for Services requested through the use of the Websites; (e) You authorize the transfer of payment for Services requested through the use of the Website; (f) You may be required to provide your complete name, age proof, identity proof, details of your bank account, Permanent Account Number (PAN), residence/office proof etc. and (g) most importantly that all the information provided at the time of registration is correct, verified and true.
   3. You agree that the information provided by you regarding your entity or the entity you represent, the details of the Proposal, Briefs and Your ability to pay for the Services of the Service Partners etc. are true and verified. As part of the registration process and at any time thereafter, You may be required to provide Us with various information such as Your Photo Id, Your company's incorporation details and registration details with the concerned authorities and other information in order to prove that information provided by you is correct. We may verify such information or may ask You for additional information. We may also make enquiries from third parties to verify the authenticity of Your information. You authorize Us to make such enquiries from such third parties, and You agree to hold them and Us harmless from any claim or liability arising from the request for or disclosure of such information.
   4. You agree that We may terminate Your access to or use of the Website and Software at any time if We are unable at any time to determine or verify the information provided by you at the time of or post registration. We reserve the right to carry out re-verification of the information provided by You as and when required, and the above rights and commitments will extend to re-verification as well.
   5. You are solely responsible for ensuring that Your use of the Website and Software complies with applicable law. You will also ensure that Your use of the Website and Software is always in accordance with these Terms.
   6. You shall keep Your information updated and will inform Us immediately should any portion of Your information be revoked, is cancelled or expires.
   7. You may not (a) use the Software for time-sharing, rental or service bureau purposes; (b) make the Software, in whole or in part, available to any other person, entity or business; (c) modify the contents of the Software or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (d) copy, reverse engineer, decompile or disassemble the Software; or (e) modify the Software or combine the Software with any other software or services not provided or approved by Us.
   8. You will not deliberately use the Software in any way that is unlawful or harms Us, our directors, employees, affiliates, distributors, partners and/or any Service Partner and/or data or content on the Software.
   9. You undertake that Your use of this Software shall be subjected to the following restrictions (a) You will not delete or modify any content on the Website/Application including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that You do not own or have express permission to modify; (b) You will not decompile, reverse engineer, or disassemble the Software, or You will not remove any copyright, trademark registration, or other proprietary notices from the Website and/or Software. You further agree not to access or use this Website or Software in any manner that may be harmful to the operation of this Software or its content; (c) You will not use the Software and / or services in any way that is unlawful, or harms the Company or any other person or entity, as determined in the Company's sole discretion; (d) You will not engage in any form of antisocial, disrupting, or destructive acts, including "flaming", "spamming", "flooding", "trolling", "phishing" and "griefing" as those terms are commonly understood and used on the Internet and (e)You will not host, display, upload, modify, publish, transmit, update or share any information that ?belongs to another person and to which the user does not have any right to; is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; harm minors in any way; infringes any patent, trademark, copyright or other proprietary rights(s), violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; impersonate another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
   10. You will immediately notify Us of any breach or suspected breach of the security of the Software of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Software, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating such breach.

4. Platform Fees, Consideration, Commission and Refund:

   1. The Company, at this stage, shall provide you access to the Website and Software free of cost. The Company, however, reserves the right to charge you a certain fee at a later date for using the platform when you sign up as a Registered User and post Proposals and Briefs (Platform Fees). The amount of Platform Fees payable may be fixed or may vary depending upon the plans that may be introduced by the Company.
   2. If You post a Brief, receive Bids of various Service Partners and then choose the winner of the Bid You shall issue a Work Order with details of the Term Sheet and containing Terms and Conditions pertaining to the Project such as the specifications, time lines, obligations of the Service Partner, deliverables and the total fees payable to the Service Partner for rendering their Service (Consideration) etc. to the Service Partner. The Service Partner shall sign the Work Order, Term Sheet and share the same with the Registered User via the Website and Software. All communications between the Registered User and Service Partner regarding the Project will happen via the Website and Software.
   3. Once the Work Order is signed by the Service Partner the Registered User shall transfer the Consideration amount into a Nodal Account managed by the Company. Upon completion of the Project, Service Partner shall raise an invoice upon the Registered User. Once the Registered User intimates the Company that he is satisfied with the Service, the Company shall transfer the Consideration amount to the Service Partner after deducting a sum of [ ] % of the Consideration as commission payable by the Service Partner for the Project secured through the Website/Software (Commission).
   4. In the event You are not satisfied with the Service provided by the Service Partner as the same was unsatisfactory, deficient or the Project was delayed due to the negligence of the Service Partner then the Company has the discretion to either attempt to resolve the issue or refund the Consideration amount to the Registered User.

5. Grant of Rights:

   1. This Website is owned and operated by the Company. All the content featured or displayed on this Website and Software, including, but not limited to, text, graphics, data, images (photographic and moving), illustrations, pitches, client lists, summary of proposals, briefs, other information incidental thereto and selection and arrangement thereof (the "Content" excluding the Registered User Information and Service Partner Information), is owned by the Company.
   2. The Company owns all rights, title and interest, including all intellectual property rights such as copyright, trademarks, trade secrets, patent and other proprietary rights in and to the Website, the Content and the Software, the present or future modifications / up gradations thereof and standard enhancements thereto.
   3. The Company subject to the terms of the Terms of Use, grants You and You accept a non-exclusive, personal, non-transferable, limited right to have access to and use the Software, the Website and services offered therein for the duration you are registered with Us as a Registered User.
   4. The Terms do not and shall not transfer any ownership or proprietary interest in the Software or Website from the Company to You, except as may be otherwise expressly provided in these Terms or as may be agreed to by and between Company and You.
   5. The Company hereby states that the Service Partner Information provided on the Software and or Website is proprietary to and owned by the Service Partners and is provided to you under license.
   6. The license granted hereunder is for the limited purpose to use the Software, Website and Service Partner Information expressly granted by these Terms and You shall not obtain any rights thereto.
   7. You agree that You are the owner of all rights, including all intellectual property rights in the Registered User Information that You post on the Website and/ or Software and provide to Company.
   8. You hereby grant Us and the Service Partners a perpetual, non-revocable, worldwide, royalty-free license to make use of the Registered User Information including the right to copy, distribute, display, reproduce, modify, adapt, the Registered User Information, and create derivate works of as the case may be.

6. Use of the Software:

   1. You may use the Software to create your Account and access the various features and services available on the Website and the Software and upload Your profile containing details of Your name, Your Company name, details of the Briefs for Projects etc.
   2. You may use the Software and Website for receiving notifications and updates regarding Bids which Service Partners post on the Website and Software in response to the Briefs and proposals for various Projects posted by You on the Website and Software.
   3. You may use the Software and Website to post Briefs and proposals for various Projects for inviting Bids from Service Partners.
   4. You may receive highly sensitive Service Partner Information such as details about the Service Partner pertaining to their names, address, qualifications, consideration/fees, client list, details of projects they have worked on etc. which is provided by Service Partners.
   5. You may use the Software to communicate with Service Partners with respect to the Projects, to sign the Work Order, analyse and review the progress of the Projects, get alerts from Service Partners, keep track of the Project schedule, etc.
   6. You may use the Software to transfer the Consideration to the Nodal Account managed by the Company payable to the Service Partners in respect of the fees for Services offered by them in relation to the Project.
   7. You agree that you will post Briefs and proposals on the Website and if you select a Bid and get the Work Order for the Project signed by the Service Partner then you will transfer the Consideration to the Nodal Account and permit the transfer of the Consideration to the Service Partner upon delivery and completion of the Project and will not withhold payment unnecessarily.
   8. You agree that you will not try to bypass the Company by: (a) offering a link to a third party website where any Service Partner can bid directly for the Project? or do any of the following activities (b) commit to purchasing or using a Service without paying; (c) grant the Bid to a Service Partner with no intention of following through with your use of or payment for the Service; (d) agree to purchase a Service with the intention of disrupting a Bid; or (e) misuse any options made available now or in the future by the Company in connection with the use or purchase of any Service. In case the Company realizes that You are involved in any of the above activities, Company holds the sole discretion to blacklist You, terminate your account, withhold the Consideration received by you and charge a penalty.
   9. You agree that you will ensure that the progress status of the Project is updated at each stage on the Website to facilitate the monitoring of the Project by the Company.
   10. All communications with the Service Partner including posting the Brief of the Project, accepting or rejecting the Bid, details of the Project, Work Order and any other communications pertaining to the Project or Services being offered shall be communicated through the Website.

7. The role of the Company:

   1. Company does not offer Services on its own but provides a marketplace for connecting Registered Users with Service Partners. Company's role is limited to a) providing a platform for the Registered Users to connect with Service Partners, b) allowing the Service Partners to directly Bid for Projects provided by Registered Users, c) providing a platform for Registered Users to receive and select Bids submitted by Service Partners pertaining to various Briefs for Projects posted by the Registered Users, d) allowing the Service Partners to directly Bid for Projects provided by Registered Users e) provide the Software to help Registered Users keep track of the Projects, f) providing a platform to communicate with Service Partners on all aspects of the Projects, and g) providing a platform for disbursal of Platform Fees and Consideration.
   2. The Company may help the Registered User in selecting the best Bids submitted by Service Partners in relation to the posting of a Brief by the Registered User and selecting the most suitable Service Partner for the Project, but such help does not create any liability on the Company as to the matters incidental thereto in relation to the Services provided by the Service Partner and payments made by the parties. Company is not responsible for the dealings between Registered User and Service Partner including but not limited to losses arising out of non-delivery, poor quality of delivery, partial delivery, excess delivery or late delivery of agreed deliverable, partial payment, deductions on payment, delayed payment, non payment, withdrawal of Bid or Brief, change of Bid or Brief.
   3. Company does not direct, has no control over, makes no representations; and does not guarantee the quality, safety or credibility of the Registered Users, the truth or accuracy of Bids, qualifications, background, the ability of Service Partner to deliver Services, or that a Service Partner can or will actually complete a transaction. Company is not responsible if the Service Partner decides not to participate in a Project post winning the Bid.
   4. Company is not a party to the dealings between Registered Users and Service Partners, including Briefs, pitches, Bids, performance of Service Partners and payment for a Project.
   5. Registered Users and Service Partners are independent contractors. Company is not responsible for and disclaims any and all liability related to the actions of Registered Users and Service Partners.
   6. Company's role is that of an 'intermediary' as defined under the Information Technology Act, 2000 and the rules thereunder. Being an intermediary, the Company is merely providing a platform to the Registered Users to connect with the Service Partners and thus has no responsibility and / or liability in respect of the Services and transactions being conducted on the Website and/or Software.
   7. Company does not have the obligation to pre-screen or monitor the quality of the Services being provided by the Service Partner at any time. However, Company may elect to monitor and remove any Service Partner from the Website and/or Software if the Company determines in its sole discretion that such Service Partner is rendering Services in violation of the Terms of Use or any applicable law and best practices. Where the Company removes any such Service Partner from the Website and/or Software, Company will make reasonable efforts to inform the Service Partner of the same. Such actions do not in any manner negate or dilute Company's position as an intermediary or impose any liability on Company with respect to the Services offered by the Service Partner.
   8. If Company suspects any illegal, wrongful or fraudulent activity on the Website and/or Software by You or any Service Partner, notwithstanding any other rights Company may have, Company reserves the right to inform the relevant government or law enforcement authorities. Company will cooperate in all investigative procedures or requests for access / information initiated by any such government or law enforcement authorities.

8. Confidential Information of Company and Service Partners:

   1. You will treat all information received from Us and the Service Partners on the Website and Software as confidential. You may not disclose such Confidential Information to any other person, and You may not use any Confidential Information except as provided herein. Except as otherwise provided in Terms, You may not, at any time, during or after the applicability of these Terms, directly or indirectly, divulge or disclose Confidential Information for any purpose or use Confidential Information for Your own benefit or for the purposes or benefit of any other person. You agree to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from being disclosed into the public domain or into the possession of persons not bound to maintain confidentiality. You will disclose Confidential Information only to your employees, agents or contractors who have a need to use it for the purposes permitted under the Terms only. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with these Terms.
   2. You will promptly notify Us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to Your attention.
   3. You agree that We or the Service Partners will suffer irreparable harm if You fail to comply with the obligations set forth in this Section, and You further agree that monetary damages will be inadequate to compensate Us or the Service Partners for any such breach. Accordingly, You agree that We and the Service Partners will, in addition to any other remedies available to Us and Service Partners at law or in equity, be entitled to seek injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
   4. This Section will survive the termination or expiration of these Terms or Agreement for any reason.

9. Disclaimer and Exclusion of Warranties:

   1. THE SOFTWARE, THE WEBSITE AND THE SERVICES CONNECTED THEREWITH AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE WEBSITE, SOFTWARE OR THE INFORMATION IN THE SOFTWARE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PARTNERS OR THE SYSTEM.
   2. YOU ACKNOWLEDGE THAT SERVICE PARTNERS HAVE ACCESS TO THE WEBSITE AND SOFTWARE AND ARE RECEIVING OUR SERVICES. SUCH SERVICE PARTNERS HAVE COMMITTED TO COMPLY WITH TERMS SET OUT WITH THEM AND OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SOFTWARE AND WEBSITE; HOWEVER, THE ACTIONS OF SUCH SERVICE PARTNERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SOFTWARE RESULTING FROM ANY SERVICE PARTNERS' ACTIONS OR FAILURES TO ACT.
   3. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR THE CONSEQUENCES TO YOU ARISING BECAUSE OF YOUR USE OF THE WEBSITE, SOFTWARE OR THE SERVICES. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY INCORRECT INFORMATION PROVIDED TO YOU BY ANY SERVICE PARTNER AND FOR ANY FAILURE OF THE SERVICE PARTNER TO COMPLETE THE PROJECT ON TIME OR THE QUALITY OF THE SERVICE PROVIDED.
   4. WE DO NOT WARRANT THAT YOUR USE OF THE WEBSITE, SOFTWARE AND THE SERVICES UNDER THESE TERMS WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU.

10. Limitation Of Liability:

    IN NO EVENT SHALL THE COMPANY, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PARTNERS, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR SOFTWARE OR ANY SERVICES OFFERED BY ANY SERVICE PARTNERS VIA THE WEBSITE AND SOFTWARE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SOFTWARE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SOFTWARE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN REGISTERED USER AND SERVICE PARTNERS ON THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR REGISTERED USER OR SERVICE PARTNER; OR (IX) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION NOTWITHSTANDING THE ABOVE, IN THE EVENT COMPANY SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND COMPANY AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY PLATFORM FEES RECEIVED BY COMPANY FROM YOU IN THE PRECEDING TWELVE MONTHS IN CONNECTION WITH USE OF THE WEBSITE AND SOFTWARE. YOU AND COMPANY AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND COMPANY. YOU ACKNOWLEDGE THAT WITHOUT YOUR ASSENT TO THIS SECTION, COMPANY WOULD NOT PROVIDE ACCESS TO THE WEBSITE, APPLICATION, SOFTWARE AND SERVICES, TO YOU.

11. Indemnification:

    YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PARTNERS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRDPARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE WEBSITE AND SOFTWARE.

    IF YOU HAVE A DISPUTE WITH ONE OR MORE REGISTERED USERS OR SERVICE PARTNERS, YOU FOREVER RELEASE THE COMPANY (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE OR SOFTWARE AND/OR ANY SUBMITTED REGISTERED USER INFORMATION.

12. Termination /Modification/Suspension:

    1. These Terms will continue to apply until terminated by either you or Company at any time without cause upon thirty (30) days prior written notice.
    2. The Company may at any time, terminate its legal agreement with you if you have breached any provision of the terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the terms).
    3. We may update or change the Software or the Website and/or the Terms and/ or levy service fee for using this Software (Service Fee) or Website from time to time and recommend that You review these Terms on a regular basis. You understand and agree that Your continued use of the Software and Website after the Terms have been updated or changed constitutes Your acceptance of the revised Terms.
    4. Notwithstanding anything to the contrary in these Terms, We have the right, on providing notice to You, immediately to terminate, suspend, or amend the provisions of the platform without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law; or (c) if performance of any term of these Terms by either Party would cause it to be in violation of law.
    5. We may suspend Your services immediately pending Your cure of any breach of these Terms, or in the event We determine in Our sole discretion that access to or use of the Software by You may jeopardize the Software or the confidentiality, privacy, security, integrity or availability of information within the Software or that You have violated or may violate these Terms, or have jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Software with any User Name assigned to You. Our election to suspend your services shall not waive or affect Our rights to terminate these Terms as applicable to You as permitted under these Terms.
    6. Upon termination of your Account, your right to participate in the Website, including, but not limited to, your right to POST Briefs for Projects or receive Bids from Service Partners to offer their Services and your right to pay any Consideration, shall automatically terminate. You acknowledge and agree that your right to post Briefs or seek Bids hereunder is conditional upon your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Website. In the event of Termination your account will be terminated, you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Company system. Upon Termination, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Company Information, Intellectual Property, Software, and other content in your possession or control. You further acknowledge and agree that Company shall not be liable to you or any third party for any termination of your access to the Website/Software. Upon Termination, Company retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted Company hereunder shall remain in effect for the foregoing purpose. In no event is shall the Company be obligated to return any Registered User Content to you. You agree to indemnify and hold the Company, and its officers, managers, members, affiliates, successor, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the Termination of Terms of Use.

13. Governing Law and Jurisdiction:

    The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of India.

14. Arbitration:

    1. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, or to Your use of the Website and/or Application or its features or the information to which it gives access, shall be determined by Arbitration in India, before a single arbitrator in accordance with the Arbitration and Conciliation Act 1996 along with all amendments. The venue of such arbitration shall be New Delhi, India. The governing law of the Agreement shall be the substantive law of India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the Parties.
    2. The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with the Agreement.

15. Disputes between Registered Users and Service Partners:

    Subject to the provisions regarding disputes between You and Service Partners in connection with offering and receiving Services, Briefs, Bid, Project, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and the Service Partner. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before accepting the Bid submitted by a Service Partners or entering into any transaction with any third party. You understand that deciding whether to receive Services from a Service Partner or accepting a Bid for a Project is your personal decision for which you alone are responsible. You understand that the Company does not warrant and cannot make representations as to the suitability of any Service Partne, their credibility, quality of their Service. You may decide to interact with on or through the Website and/or the accuracy of the information they post on the Website or Software. While the Company may attempt to seek information about the background of a Service Partner you understand that Service Partners may register themselves suo moto. You also understand that any so called background check undertaken by Company is not exhaustive, at the end of the day, You should take an informed decision on your own accord and keep in mind the fact that Company only seeks to provide a platform wherein You and Service Partners have an opportunity to meet each other.

    Notwithstanding the foregoing, You agree that since Company only seeks to provide a platform wherein the You and Service Partners can be brought together and Company itself has no role in the execution or provision of Services itself, Company shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transaction or dealings.

    If there is a dispute between You and a Service Partner, you acknowledge and agree that Company is under no obligation to become involved. In the event that a dispute arises between you and a Service Partner, you hereby release the Company, its officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Website or any Service offered by a Service Partner thereunder.

16. Copyright Infringement Take Down Procedure

    The Company has high regard for intellectual property and expects the same level of standard to be employed by its users. Company may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Website of users who infringe upon the intellectual property rights of others. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at support@CerebrAIx.com

    1. identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site?
    2. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Company to locate the material?
    3. a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law?
    4. information reasonably sufficient to permit Company to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted?
    5. an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed? and
    6. a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice."

    Only the intellectual property rights owner is permitted to report potentially infringing items through Company's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use.

17. Grievance officer:

    In accordance with Information Technology Act 2000 and rules made there under, the name and contact details of the Grievance Officer is as follows:

    Name: Promod Sharma

    Email Id: promod.sharma@CerebrAIx.com

18. Miscellaneous Provisions:

    1. Severability: If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.
    2. Notices: All notices and other communications required or permitted hereunder to be given to a Party shall be in writing, in the English language, and shall be sent by facsimile, e-mail, or mailed by prepaid nationally-recognized courier, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth above.
    3. Waiver: No term of the Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
    4. Force Majeure: Company shall not be liable for any downtime or delay or unavailability of the Software including the Website and/or Application caused by circumstances beyond Company's reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, internet service partner failures or delays, or denial of service attacks.
    5. Assignment: You may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
    6. Conflict: In the event there is any conflict between the terms set out in these Terms, the Privacy Policy, and any other policies applicable to specific pages of the Website, the following order of prevalence shall apply: (i) the Privacy Policy (ii) these Terms, and (iii) any other policies applicable to specific pages of the Website.
    7. The Terms contains the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Terms of Use other than those contained or referenced in the Terms of Use.

    Last updated 1st October 2016.