NON-DISCLOSURE AGREEMENT, TERMS AND CONDITIONS OF USE AND ACCESS
Your privacy is important to us.
The website – ‘www.agentian.com’ or mobile applications - ‘AGENTIAN’ and the other
associated/ancillary applications, products, websites and services (“Website”) are
property of and managed by Tikariha Advisors Private Limited (TAPL), a private limited
company, having its registered office Raipur, Chhattisgarh - 492001. For the purposes
of these Terms and Conditions of Use and Access (“T&C”), accessing of the Website
and the mobile platforms together with any tuition education material, videos, online
tests, made available or disseminated or uploaded therein or downloaded therefrom,
including all information, tools and services made available shall hereinafter be
collectively be referred to as the “Services”.
As used herein, “Users” shall mean anyone who uses or accesses the Website/ Services on any computer, mobile phone, tablet, console or other device (collectively, “Device”). The users include such persons who are creating User Content (as define below) and publishers who publish the education/ study material on the Website. Your continued use of the Website shall be constituted as your acceptance to the T&C, as revised from time to time. If you do not agree with these T&C, please do not access the Website and use the Services. For the purposes of these T&C, “we”, “our” and “us” shall mean TAPL, and/or third-party service providers engaged by TAPL to render Services on the Website and “you” and “your” shall mean a User who meets the eligibility criteria set out below.
1. Terms and conditions subject to change1.1 We reserve the right to update or modify these T&C at any time without prior notice. Your access of the Website and use of the Services following any such change constitutes your agreement to follow and be bound by these T&C, as updated or modified. For this reason, we encourage you to review these T&C each time you access and use the Services.
2. Eligibility(2.1) You represent and warrant that you are competent and eligible to enter into a legally binding agreement and be bound by these T&C. You shall not access and use the Services if you are not competent to contract under the applicable laws, rules and regulations
(2.2) If you are accessing the Website and the Services are being used 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 Website and/or the Services shall be subject to the T&C.
(2.3) If you represent a company, partnership firm or sole proprietorship, you shall be eligible to access the Services and avail of the features and facilities on its behalf only if you have been duly authorized by way of necessary corporate action, as may be prescribed statutorily and/or under the charter documents of such entity and further, if you have fulfilled such additional eligibility requirements as TAPL may require in connection therewith.
3. Intellectual Property Rights Policy(3.1) All of the content on the Services, including, without limitation, all of the page headers, images, illustrations, graphics, audio clips, video clips or text, interface, reports generated, trademarks, trade names, trade secrets (“Services Content”), constitute our and our partners’ intellectual property. Copyright laws in all applicable jurisdictions protect the Services and the Services Content.
(3.2) You may access the Services, avail of the features and facilities and utilize the Services Content for your personal or internal requirements only. You agree not to duplicate, distribute, create derivative works of, display, or commercially exploit the Services Content, features or facilities, directly or indirectly, except as expressly authorized herein. In case you want to request permission to commercially exploit any Services Content, you could contact us
(3.3) TAPL is the sole owners of the underlying software and source code associated with the Services and all the trademarks, copyright and any other intellectual property rights of any nature in the Services.
5. User Communications(5.1) Accepting these T&C, implies your express consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf at any contact number, or physical or electronic address provided by you while registering your Account. You further agree to us contacting you in any manner, including without limitation, SMS messages (including text messages), calls using pre-recorded messages or artificial voice, calls and messages delivered using auto telephone dialling system or an automatic texting system, and notifications sent via the Services. Automated messages may be played when the telephone is answered whether by you or someone else. If an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via SMS
(5.2) You certify, warrant and represent that the telephone numbers and/or email addresses and any other information that you have provided (at the time of registering on the Website or thereafter or for creating an Account) to us are your own and not someone else's and are true, accurate, current and complete. You represent that you are permitted to receive calls at each of the telephone/ mobile numbers you have provided to us and emails at each of the email addresses you have provided us. You agree to notify us whenever you stop using a telephone/ mobile number(s) and/or email address (es).
(6.2) The Services are made available to you on non-exclusive, non-transferable, non- sub-licensable and on limited license basis for your own personal and non-commercial use alone and grants you a limited right to temporarily download one copy of the material (information or software) on the Website. You shall not allow third parties to:
(i) make and/or distribute copies of the Services or any deliverable generated by the Services;
(ii) attempt to copy, reproduce, alter, modify and/or reverse engineer the Services; and/or
(iii) create derivative works of the Services.
(6.3) You accept that any and all operations emanating from your Device shall be assumed to have been initiated by you
(6.4) You shall not copy, reproduce, distribute, or create derivative works or modify the Services Content that is available on the Website/Application. Also, you shall not attempt to decompile or reverse engineer or reverse compile our technology/ software that is available on the Website or transfer the material to another person or “mirror” the material on any other server, including, without limitation, such Java applet, as may be associated with the Website and/ or the Services from time to time.
(6.5) You shall request TAPL to block the Account and change the password immediately for the Account, if your Device has been lost or stolen.
(6.6) You are responsible for any and all activities that occur in your Account. You agree to notify TAPL immediately of any unauthorized use of the Account or any other breach of security. TAPL shall not be liable for any loss to you or your organization owing to negligent actions or a failure on your part to inform TAPL within a reasonable time, about loss or theft of your Device and/or any unauthorized access in your Account, either with or without your knowledge.
(6.7) You shall be liable for losses incurred by TAPL or any other party due to a third party’s use of the Account. You shall not use any other person’s account at any time, without the permission of the account holder and TAPL.
(6.8) TAPL shall make all reasonable efforts to ensure that your information is kept confidential. However, TAPL shall not be responsible for any disclosure or leakage of confidential information and/or loss or damage of the Device due to theft, negligence or failure on your part to practice safe computing.
(6.9) You shall ensure that while using the functions and features, all prevailing and applicable laws, rules and regulations, shall at all times, be strictly complied with by you and TAPL shall not be liable in any manner whatsoever for default of any nature, by you, regarding the same.
(6.10) You understand and acknowledge that upon using the Services, you authorize us to access third party sites designated by you, on your behalf, to retrieve such information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant us a limited powers and hereby authorize us with the full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with services and facilities available on the Services, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ACCESSES AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that such third parties shall be entitled to rely on the foregoing authorization, agency granted by you.
(6.11) You must notify your bank immediately in the event your credit/ debit card is lost, stolen, not received, swallowed at an ATM, or is being misused without your permission. Please refer the detailed instructions received from your bank for additional precautions to be taken in case of loss/ theft/ misuse of your credit/ debit card.
7. Accuracy of materials(7.1) The material as part of the Services and as appearing on the Website could include technical, typographical, or photographic errors. TAPL does not warrant that any of the material on the Website is accurate, complete or current. While, TAPL may make changes to the material made available as the Services or on the Website at any time without notice, however it is under no obligation to update the material.
8. Generation of content by the User(8.1) TAPL provides that its Users have an option of creating tutorial videos, audio, clips, uploading, displaying, sharing, publishing the content on the Website (“User Content”). Upon publishing or uploading of any User Content on the Website, you represent and warrant to TAPL that:
You are the owner or the license holder of all copyright in the User Content,
The User Content shall not infringe the intellectual property rights or other rights of any person or entity, including but not limited to copyright, moral rights, trademark, patent or rights of privacy or publicity,
The User Content does not include any harmful or hateful content,
The User Content does not disparage, insult or malign any person, people, races, religion or religious group and does not have any obscene, pornographic, abusive, inflammatory or otherwise sexually oriented or objectionable contents,
The User Content is not contrary to any applicable laws.
(8.2) You agree and acknowledge that TAPL has no role or control over and assumes no responsibility whatsoever for, the User Content and by posting such User Content on the Website, you expressly undertake to be personally liable for any and all liability arising therefrom. You also agree and acknowledge that TAPL has a right to review the User Content but not an obligation to assess if the same is contrary to these T&C and/or any applicable laws. Further, TAPL may remove any content from the Website/App and/or block, disable, terminate or suspend the User account in its sole discretion (including in the event a notice is received by TAPL that such User Content is breaching any intellectual property right of any third party)
(8.3) TAPL hereby agree and confirms as follows:
The details shared by the Users will be stored in encrypted format. All User Content remains the property of such User and constitutes the intellectual property of the such User alone. TAPL shall not, in any manner and without the consent of such User share or authorize the replication of such content by any other User provided that in the event that any content that is already available in the public domain and/ or the Website, and by virtue of such availability in public domain, such content may be generated in same or substantially similar form by multiple Users, TAPL shall not be under an obligation to remove such same or substantially similar content of any other User.
9. Third Party Links, Promotions and Advertisements(9.1) All the websites linked to the Website are not verified by TAPL and inclusion of any link does not imply endorsement by TAPL and usage/ access of/ to any such linked website is at the user's own risk.
(9.2)The Website may from time to time run promotions and advertisements of third parties, products and/or services. Your relationships and business dealings with any such third parties shall be solely matters between you and such third parties.
(9.3)You acknowledge and agree that TAPL is not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings with such third parties.
10. Force Majeure(10.1) TAPL shall not be liable for failing to perform, or delay in performance of, any of its obligations if, and to the extent that, such failure or delay is caused by an event substantially beyond its control, including but not limited to acts of God, acts of the public enemy or governmental authority in its sovereign or contractual capacity (including but not limited to declaration of lockdown), war, terrorism, floods, fire, strikes, epidemics, pandemics, civil unrest or riots, and/or power outage or grid failure.
11. Payments and Refund Policy(11.1) The subscription term will end on the expiration date and you cannot cancel it before its expiration. TAPL will not provide refunds if you decide to stop using the Website/Application during your subscription term.
(11.2) Whatever the updates will be there related to product enhancement will be free for the existing clients up to limited extent and new features which has additional cost of operation will be charged accordingly.
12. Indemnification(12.1)You agree to protect, defend and indemnify us and hold us and our officers, directors, partners, employees, agents, investors and representatives harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your access and use of the Website and/ or the Services in violation of these T&C and/or your infringement, or infringement by any other user of your Account, of any intellectual property or other right of anyone.
(12.2) The terms of this provision will survive any termination or cancellation of these T&C or your use of the Services.
13. Warranties(13.1) The Services and the functions and feature of the Website are provided on an “as is” and on an “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
(13.2) TAPL shall make reasonable efforts to provide the Services and the functions and features. However, we make no warranty that the Services shall meet your requirements, be uninterrupted, timely, secure, and/or error free. Further we do not make any warranty as to the results that may be obtained from the use of the functions and features or as to the accuracy, reliability and/or quality of the output derived therefrom.
(13.3) TAPL shall not be liable for the loss and/or damage of the confidential information or data of the User arising as a result of an event or a series of related events, that is beyond its control including failures of or problems with the internet or part of the internet, attempted hacker attacks, hacker attacks, denial of service attacks and/or viruses or other malicious software attacks or infections.
(13.4) Any material downloaded or otherwise obtained through the Services is done at your own discretion and risk and you are solely responsible for any damage to your Device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us through or from the Service will create any warranty not expressly stated in these T&C.
14. Limitation of Liability(14.1) IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE SERVICES, FUNCTIONS AND FEATURES OR FOR INTERRUPTIONS, DELAY, ETC., EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES RESULTING FROM THE COST OF GETTING SUBSTITUTE FACILITIES ON THE SERVICES, ANY SERVICESS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES, OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE FUNCTIONS AND FEATURES, HETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS CLAUSE SHALL SURVIVE IN PERPETUITY
15. Confidentiality(15.1) You will not disclose any information provided to you including the User list, customers list, name and addresses, ideas, business model, processes, concepts etc. relating to TAPL or the Website to any third party (“Confidential Information”) that has been disclosed to you or come into your knowledge during the subscription term.
(15.2) You acknowledge and agree that the Confidential Information so provided to you shall at all times be the property of TAPL and any breach of the same shall cause irreparable damage to TAPL.
16. Severability(16.1) If any provision of these T&C is held to be illegal, invalid or unenforceable under any present or future applicable laws: (a) such provision will be replaced with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces; and (b) the remaining provisions of the T&C will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.
17. Termination(17.1) TAPL may bock, restrict, disable, suspend or terminate the use of the Services at any time without giving any notice to you in case you are inter alia found to
(ii) violate any applicable laws;
(iii) be infringing the intellectual property rights of any third party; (iv) be acting in a manner which may result into any claim against TAPL.
(17.2) Upon termination, the rights and license granted to you herein shall terminate and you must cease all use of and access to the Services and/ or Website and you must destroy any downloaded materials in your possession whether in electronic or printed format.
(17.3) Any termination of your right to use or access the Website and/ or the Services shall not affect liability incurred by you prior to such termination.
18. Waiver(18.1) Any failure on the part of TAPL to require performance of any provision of these T&C shall not affect its right to full performance thereof at any time thereafter, and any waiver by TAPL of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach.
19. Assignment(19.1) You shall not assign or transfer any rights, obligations, or privileges that you have under these T&C, without the prior written consent of TAPL. Subject to the foregoing, these T&C will be binding on your legal heirs, successors and permitted assignees. Any assignment or transfer in violation of this clause will be deemed null and void. TAPL’s rights under the T&C are freely transferable by TAPL to any third parties without the requirement of intimating you or seeking your consent.
20. Updates(20.1) TAPL reserves the right to update the Website and/ or the Services, in order to, inter alia, increase efficiency, optimize user interface, and add new facilities from time to time. Update packages will be sent to you on your Device for download and installation.
(20.2) You hereby agree to install the updates from time to time and acknowledge that TAPL will only be able to provide Account support for the Services if you ensure to install all updates upon receiving notifications thereof when using the Services.