Terms and conditions

TERMS AND CONDITIONS

 

These terms and conditions (“Terms”) shall be applicable to the use of the website <acelotlms.com and/or acelotlms.acelot.in> (“Website”), our mobile applications (“Application”, and collectively with the Website, the “Platform”) or any products and services (“Services”) provided to you (“You/Your”) through the Platform, provided or made accessible to You and the individual users of the Services that You nominate (“End User”), by Acelot Innovation Private Limited (“Company/We/Us/Our”).

These Terms are applicable to the End User to the extent applicable, and where the context so requires, and the terms “You/Your” shall be deemed to include End Users.

  1. INTRODUCTION

 

  1. You warrant that You meet the criteria set out under Paragraph B (Eligibility). If You accept these Terms on behalf of Your company/organization, then "You" in the remainder of these Terms means Your company/organization, and You warrant that You are properly authorized to bind Your company/organization to these Terms.

  2. You agree to these Terms when You create an account on the Platform.

  3. These Terms constitute an electronic record in accordance with the provisions of the (Indian) Information Technology Act, 2000.

  4. Please read these Terms and the privacy policy of the Company which can be found on Privacy Policy, with respect to registration with Us and the use of the Platform, carefully before using the Platform. In the event of any discrepancy between the Terms and any other policies with respect to the Platform, the provisions of the Terms shall prevail.

  5. If You do not agree with the Terms or the Privacy Policy, please exit this page promptly and do not use the Platform or avail of the Services. Any access to Our Services / Platform through registrations/subscriptions is non-transferable.

 

  1. ELIGIBILITY

 

  1. By agreeing to these Terms, You represent that You are legally competent to enter into an agreement and provide consent to these Terms. Further, You represent that:

    1. You are of sound mind.

    2. You have attained the legal age necessary under the applicable laws to enter into an agreement and/or access the Platform and avail of the Services; and

    3. Are not prohibited from entering into a legally binding contract as per applicable laws.

 

  1. Wherein the Platform is being accessed and the Services are being availed for the benefit of a minor You expressly confirm that You are legally competent to provide consent on behalf of such a minor and that the minor’s use of the Platform and/or the Services shall be subject to these Terms. If You are under 18 years old, You are not permitted to register on the Platform unless such registration is completed by a parent or legal guardian. Anyone below 18 years of age is assumed to be a child (“Child”) and requires parental consent to use the Platform. A Child should seek the consent of their parents / legal guardians before providing any information about themselves or their parents and other family members on the Platform.

  2. Persons who are "competent/capable" of contracting within the meaning of the Indian Contract Act, 1872 shall be eligible to register on the Platform and access all Our Services. Persons who are minors, un-discharged insolvents, etc. are not eligible to register for Our Services. As a minor, if You wish to use Our Services, such use shall be made available to You by Your legal guardian or parents, who has agreed to these Terms. In the event a minor utilizes the Platform / Services, it is assumed that he/she has obtained the consent of the legal guardian or parents and such use is made available by the legal guardian or parents. The Company will not be responsible for any consequence that arises as a result of misuse of any kind of the Platform or any of Our Services that may occur by virtue of any person including a minor registering for the Services provided. By using the Services You warrant that all the data provided by You is accurate and complete and that the End User using the Platform has obtained the consent of the parent / legal guardian (in case of minors). The Company reserves the right to terminate Your subscription and/or refuse to provide You with access to the Services if it is discovered that You are under the age of 18 (eighteen) years and the consent to use the Services is not made by Your parent / legal guardian or any information provided by You is inaccurate.

  3. You acknowledge that the Company does not have the responsibility to ensure that You conform to the aforesaid eligibility criteria. It shall be Your sole responsibility to ensure that You meet the required qualification.  

 

  1. SERVICES

    1. The Services include:

      1. all Services, technology, data, information, programs, material, and other content that We make accessible to You through the Platform, including on any desktop, mobile telephone, or handheld device (“Device”) owned or controlled by You or Your End Users; and

      1. any other services that We otherwise provide to You, including professional services, but excludes:

  • data, information, templates, content, code, video, images, or other materials or information of any type that You or any of the End Users upload to the Platform, or otherwise provided to Us in connection with the Services (“Your Data”);

  • Your Modifications (as defined in Paragraph H (Your Data and Your Modifications)); and

  • shared materials created by Us, You or End Users of the Services that are published or made accessible through the Platform (“Shared Materials”).

    1. The Company reserves the right to make changes to the Services in its sole discretion from time to time, including the functionality, performance, user interface, usability, of the Platform or in relation to the Services, and You agree that these Terms will apply to any changes or updates to the Services. The Company will notify You of any change to the Services that reduce its functionality or features in any material respect or if it discontinues any Service and is not replaced by a substantially equivalent function or feature. Nothing in this paragraph limits the Company’s ability to discontinue any Service or to make changes as required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden.

    1. We will make the Services available to You and the End Users solely for Your internal business operations during the subscription period specified in Your order and in accordance with any usage restrictions specified in the applicable order.

    1. Unless permitted by law or as otherwise expressly permitted in these Terms, You must not (nor may You authorise any third party to):

      1. rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Services to a third party;

      1. reproduce, modify, adapt, create derivative works of, the Service or remove or tamper with any disclaimers or other legal notices in the Services;

      1. reverse engineer, disassemble, decompile, transfer, exchange or translate the Service or otherwise seek to obtain or derive the source code or application programming interface;

      1. store or use any part of the data You do not own, in the Platform; or

      1. use the Services to provide services, or to create a service that competes with the Services.

    1. You must promptly notify Us in writing of any breach of any conditions of use specified in Paragraph C (4) above.

    1. You are solely responsible for ensuring that Your Devices and systems are compatible with the Services and meet any minimum requirements specified on the Platform.

 

  1. NO CHARGE SERVICES

We may offer certain Services to You at no charge, including free accounts, trial use, and access to pre-release and beta products (“No-Charge Services”). Your use of No-Charge Services is subject to any additional terms that we may specify from time to time and is only permitted for the period designated by Us, or if no such period is designated, 30 days. We may terminate Your right to use No-Charge Services at any time and for any reason in Our sole discretion, without liability to You.

  1. YOUR ACCOUNTS

    1. You must register for an account in order to access the Services and to receive notices and information from us (“Customer Account”).

    2. All End Users must establish a named account on the Platform (“End User Account”). You may specify one or more administrators who may elect to have password-protected rights to access an administrative account(s) (“Admin Account(s)”) to administer the Services and End User Accounts.

    3. You are responsible for all actions taken through Your Customer Account, all End User Accounts, and Admin Accounts under Your Customer Account (collectively, “Your Accounts”). Your responsibilities include:

      1. maintaining the confidentiality of the passwords associated with each of Your Accounts;

      1. ensuring that Your Data does not breach any confidentiality or other obligations or does not infringe the rights of any third party, and is not plagiarized.

      1. ensuring that only those individuals authorised by You have access to Your Accounts; and

      1. ensuring that all activities that occur in connection with Your Accounts comply with these Terms and applicable law.

 

  1. INTEGRATION WITH THIRD-PARTY PRODUCTS

You may choose, at Your sole discretion, to integrate the Services with third-party products or services (“Third Party Products”). If You choose to use any Third-Party Products in connection with the Services, we may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third-Party Product. Your use of any Third-Party Product will be subject to the applicable agreement between You and the relevant third-party provider. We are not responsible for any access to or use of Your Data by such third-party providers. We disclaim all liability for any Third-Party Products and for the acts or omissions of any third-party providers of Third Party Products.

  1. INTELLECTUAL PROPERTY RIGHTS

  1. The Company and its licensors have and retain all rights, title, and interest, including all intellectual property rights, copyright, trade or service marks, designs, patents, domain names, and trade names anywhere in the world (“Intellectual Property Rights”) in and associated with the Services.

  2. You and Your licensors retain ownership of all rights, including Intellectual Property Rights, in Your Data.

  3. You grant to Us, or must procure the grant to us of, a non-exclusive, worldwide, irrevocable, royalty-free license (including the right to sublicense) to use and develop the Intellectual Property Rights in Your Data to the extent required to:

  1. enable Us to exercise our rights and discharge Our obligations under these Terms, including to provide or support the Services, and to offer to provide You with any other goods or services (including other products); and

  2. generate aggregated data sets, reports, and analyses relating to technical data about customer use of the Services in a form that is anonymised and does not identify You or any individual (“Aggregated Data”). You acknowledge and agree that we will own all Intellectual Property Rights in Aggregated Data.

  1. We may use Aggregated Data to analyze, improve, support, and operate the Services and for related internal business purposes.

  1. YOUR DATA AND YOUR MODIFICATIONS

  1. To the extent permitted by the functionality provided by a Service, You may modify a template, training course, or lesson on the Services for the purposes of developing customisations and additional features of a template, training course, or lesson (“Your Modifications”).

  2. You warrant that Your Data and Your Modifications (including any of Your Shared Materials):

  1. are not unlawful, defamatory, offensive, obscene, harmful, of bad taste, or inappropriate; 

  2. comply with the Company’s policies;

  3. are not false, misleading, or inaccurate;

  4. do not infringe third party rights (including Intellectual Property Rights);

  5. comply with all applicable laws;

  6. are not infected with viruses or any other malicious computer code, files or programs.

  1. You acknowledge and agree that We may remove, delete, or modify any of Your Data or Your Modifications (including any of Your Shared Materials) from the Services, or Platform if we suspect (acting in good faith) that any of the warranties set out above are or are likely to be untrue.

  1. You acknowledge and agree that You are responsible for preparing backups of Your Data and Your Modifications.

  1. DOWNLOADING SHARED MATERIALS

  1. If You download Shared Materials:

  1. Your use of Shared Materials is at Your own risk;

  2. We exclude all liability to You and any third party in respect of Your use of Shared Materials; and

  3. it is Your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for Your purposes and any modifications required to meet those purposes.

  1. CONFIDENTIALITY

  1. In these Terms, “Confidential Information” of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any Shared Materials, or any other information which is in the public domain.

  2. Each party (“Recipient”) must keep confidential and not disclose to any third party Confidential Information of the other party, with the exception that a Recipient may disclose such Confidential Information:

  1. to a third party with the prior written consent of the other party;

  2. to the Recipient’s, or affiliates or subsidiaries of the Recipient’s, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers; and provided that such recipients are subject to confidentiality obligations no less stringent than under these Terms in relation to that Confidential Information; and

  3. where the Recipient is legally compelled to do pursuant to applicable law.

  1. Each party must only use Confidential Information of the other party for the purpose for which it was disclosed in connection with these Terms.

  1. SUBSCRIPTION, PAYMENT, AND REFUND

  1. The default start for any new subscription is a “Free subscription”

  2. The free subscription is for an unlimited period.

  3. The subscription can be upgraded at any point in time.

  4. Upgrade rules:

    1. Once the subscription is upgraded to any paid plan the service and features will be available for the agreed time period.

    2. The service can be downgraded to a lower plan after the expiry of the current subscription period.

    3. The subscription can be upgraded at any point in time. The amount to be paid is the differential between the unused balance and the cost of the upgraded subscription.

    4. If the paid subscription is not renewed the subscription will get automatically reversed to the free plan. Services of the free plan will be only available.

    5. An account not used for 3 consecutive months will get on hold. It may be reactivated by sending a request mail; with admin mail id as the subject line, to [email protected].

  5. There is no refund available for subscriptions paid.

  6. All subscriptions are on a prepaid mode only.

  7. Currently the subscriptions are available as a monthly and yearly mode only.

 

INDEMNITY

  1. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

    1. Your (including any End User’s) use of and access to the Platform and/or the Services;

    2. Your (including any End User’s) violation of any of the terms and conditions of these Terms or any other policy of the Company;

    3. Your (including any End User’s) violation of any third party right, including without limitation, any copyright, property, or privacy right; or

    4. any claim that Your (including any End User’s) use of the Platform and the Services has caused damage to a third party. This defense and indemnification obligation will survive even after you cease to use the Services.

  1. In no event shall the Company, its officers, directors, employees, partners or agents be liable to You or any third party for any damages (including special, incidental, indirect, consequential, or punitive damages) including those resulting from loss of use, data or profits or any other claim arising out, of or in connection with, Your use of, or access to, the Platform.

 

M. EQUITABLE RELIEF

In the event You breach these Terms, You agree that the Company will be irreparably harmed and may not have an adequate remedy in money or damages. The Company, therefore, shall be entitled in such event to obtain an injunction against such a breach from any court of competent jurisdiction. The Company's right to obtain such relief shall not limit its right to obtain other remedies in law or in the contract.

  1. FEEDBACK

  1. Any feedback You provide with respect to the Platform shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, You represent and warrant that (i) Your feedback does not contain confidential or proprietary information of You or of third parties; (ii) the Company is not under any obligation of confidentiality, express or implied, with respect to the feedback; and (iii) You are not entitled to any compensation or reimbursement of any kind from the Company for the feedback under any circumstances unless specified.

  2. Under no circumstances shall the Company be held responsible in any manner for any content provided by End Users even such content is offensive, hurtful or offensive. Please exercise caution while accessing the Platform.

  3. If You post any offensive language against the Company or any other user or by Your act You try to harm the Company’s reputation, on Our Platform, on any social media platforms, at any discussion forums, or anywhere on the internet, the Company reserves the sole right to cancel and terminate Your account without any consequence to the Company. Notwithstanding, the Company reserves its sole right to take appropriate action or initiate appropriate legal proceedings against You in this connection. 

O. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

  1. Any dispute or difference either in interpretation or otherwise, of the Terms and other policies of the Company on the Platform, between the parties hereto, shall be referred to an independent arbitrator who will be appointed mutually and his decision shall be final and binding on the parties hereto. The above arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The seat and venue of arbitration shall be Gurugram, India and the language shall be in English.

  1. The Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of legal principles. Further, the Terms shall be subject to the exclusive jurisdiction of the competent courts located in Gurugram, India and You hereby accede to and accept the jurisdiction of such courts.

 

  1. MISCELLANEOUS

  1. Any violation by You of the terms and conditions of these Terms may result in immediate suspension or termination of Your Account(s) apart from any legal remedy that the Company can avail. In such instances, the Company may also disclose Your Account Information if required by any Governmental or legal authority. You understand that the violation of these Terms could also result in civil or criminal liability under applicable laws.

  2. The Company has the right to change modify, suspend, or discontinue and/or eliminate any aspect(s), features or functionality of the Platform or the Services as it deems fit at any time without prior notice.

  3. Further, the Company has the right to amend these Terms from time to time without prior notice. The Company makes no commitment, express or implied, to maintain or continue any aspect of the Platform. You agree that the Company shall not be liable to You or any third party for any modification, suspension or discontinuance of the Platform / Services. All prices are subject to change without notice.

  4. Notice: All notices served by the Company shall be provided via email to Your account or as a general notification on the Platform. Any notice to be provided to the Company should be sent to: 90 B Delhi – Jaipur Expressway, Udyog Vihar, Sector 18, Gurugram – 122018, Haryana, India.

  5. Entire Agreement: The Terms, along with the Privacy Policy, and any other guidelines made applicable to the Platform from time to time, constitute the entire agreement between the Company and You with respect to Your access to or use of the Platform and the Services thereof.

  6. Assignment: You cannot assign or otherwise transfer Your obligations under the Terms, or any right granted hereunder to any third party. The Company's rights under the Terms are freely transferable by the Company to any third parties without the requirement of seeking Your consent.

  7. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

  8. Waiver: Any failure by the Company to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver by the Company of that provision or right.

  9. Relationship: You acknowledge that Your participation on the Platform, does not make You an employee or agency or partnership or joint venture or franchise of the Company.

  10. The Company provides these Terms so that You are aware of the terms that apply to Your use of the Platform and the Services. You acknowledge that, the Company has given You a reasonable opportunity to review these Terms and that You have agreed to them. The Company may amend these Terms from time to time without furnishing any notice.

 

  1. ADDITIONAL MATTERS

  1. You shall not host, display, upload, modify, publish, transmit, store, update or share any information that:

  1. belongs to another person and to which the user does not have any right;

  2. is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;

  3. is harmful to child;

  4. infringes any patent, trademark, copyright or other proprietary rights;

  5. violates any law for the time being in force;

  6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;

  7. impersonates another person;

  8. 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 cognisable offence or prevents investigation of any offence or is insulting other nation;

  9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;

  10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;

 

  1. CUSTOMER CARE AND GRIEVANCE OFFICER

We make all our best endeavors to provide You with a pleasant experience. In the unlikely event that You face any issues, please contact Us at :

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