TERMS OF SERVICE
customerlabs.com (hereinafter, the “Software”) is owned and operated by Customerlabs INC (“Company”, and the Company and Software together shall be hereinafter referred to as “Customerlabs”), a company incorporated under the Companies Act, having its registered office at 2711 Centerville Road Suite 400, Wilmington, Delaware – 19808, USA.
The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.
We hold the sole right to modify the Terms of Service without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Terms of Service and stay updated on its requirements. If You continue to use the Software or avail any of its services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the Software is conditioned upon your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations, if any.
The Software is a platform wherein the Users can use the software to track customer data and internet usage on their respective Website/Softwares. Registration is not compulsory to use the Software
Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Software. In order to gain access to the Software, the User must sign the End User License Agreement
4. License and Access
The Company grants you a limited sub-license to access and make personal use of the Software, but not to modify it, or any portion of it, except with express written consent of the Company. Such limited sub- license does not include/permit any resale or commercial use of the Software or its contents; any collection and use of information; any derivative use of the Software or its contents; any downloading or copying of information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Any portion of the Software may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Software or of the Company and/or its affiliates without the express written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. You shall not attempt to gain unauthorized access to any portion or feature of the Software, or any other systems or networks connected to the Software or to any server, computer, network, or to any of the services offered on or through the Software, by hacking, ‘password mining’ or any other illegitimate means.
License to use client data
As between you and Customerlabs, you shall retain ownership of any information, data and statistics that Customerlabs obtains from your Website/Software, such as raw data and log files generated by and/or provided to the Services.
You hereby grant to Customerlabs a royalty-free, non-exclusive, irrevocable, right and license to access your registered web page(s) and to access and log (a) any information concerning users’ actions, entries, or activities on your web page(s), (b) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (c) any data or other information you provide to Customerlabs (collectively “Client Data”) for the purposes of (i) providing you with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, Customerlabs’ marketing and promotional purposes. This information will be presented only in aggregate form, and we will not share specific site data that identifies you or your visitors without your permission.
You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Customerlabs on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
License to posts
By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material (“Material”) to the Customerlabs’ Blog, you hereby grant Customerlabs an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display, or create derivative works from all or any portion of the Material. You further represent and warrant that you own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.
License to use your logo and name
You hereby agree and allow and grant the right to Customerlabs to use your name, logo and/or trademark solely for commercial purposes.
5. User Obligations
You are a restricted user of this Software.
a.You are bound not to cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or software obtained from the Software. With our prior permission limited use may be allowed. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Software is not permitted.
b.You agree not to access (or attempt to access) the Software and/or the materials or Services by any means other than through the interface that is provided by the Software. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Software or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Software, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Software. You acknowledge and agree that by accessing or using the Software or Services, You may be exposed to content from other users that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Software. Further, You may report such offensive content.
c.In places where this Software allows you to post or upload data/information, You undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:
1.Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
2.Engage in any activity that interferes with or disrupts access to the Software or the Services (or the servers and networks which are connected to the Software);
3.Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
4.Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, 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; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
5.Post any file that infringes the copyright, patent or trademark of other legal entities;
6.Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or another’s system;
7.Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
8.Probe, scan or test the vulnerability of the Software or any network connected to the Software, nor breach the security or authentication measures on the Software or any network connected to the Software. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Software, or any other customer of the Software, including any Software Account not owned by You, to its source, or exploit the Software or Service or information made available or offered by or through the Software, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Software;
9.Disrupt or interfere with the security of, or otherwise cause harm to, the Software, system resources, accounts, passwords, servers or networks connected to or accessible through the Software or any affiliated or linked Website/Softwares;
10.Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section;
11.Use the Software or any material or Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Software or other third parties;
12.Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
13.Violate any applicable laws or regulations for the time being in force within or outside India;
14.Violate the Terms of Service including but not limited to any applicable Additional Terms of the Software contained herein or elsewhere;
15.Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
16.Threaten the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or cause incitement to the commission of any cognizable offence or prevent investigation of any offence or is insulting any other nation;
17.Publish, post, disseminate information that is false, inaccurate or misleading; violate any applicable laws or regulations for the time being in force in or outside India;
18.Directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
19.Create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider (“ISPs”) or other suppliers.
You shall not engage in advertising to, or in solicitation of, other Users of the Software to buy or sell any products or services. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Software. It shall be a violation of these Terms of Service to use any information obtained from the Software in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than Us without Our prior explicit consent. We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in our sole discretion, believe it necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails which a user may send to other Users in any 24-hour period which We deem appropriate in our sole discretion. You understand that We have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Software) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena.
We have no obligation to monitor the materials posted on the Software. We shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Service. In no event shall We assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from the use of Content and/or appearance of Content on the Software. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful information.
Transactions on the Website/Software are secure and protected. Any information entered by the User when transacting on the Website/Software is encrypted to protect the User against unintentional disclosure to third parties. The User’s credit and debit card information is not received, stored by or retained by the Company / Website/Software in any manner. This information is supplied by the User directly to the relevant payment gateway which is authorized to handle the information provided, and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.
The following payment options are available on the Website/Software:
a) Domestic and international credit cards issued by banks and financial institutions that are part of the Visa, Master Card & Amex Card networks;
b) Visa & Master Card Debit cards;
c) Netbanking/Direct Debit payments from select banks
The Payment shall be initiated at the beginning of the month and the payment shall be made on a monthly or yearly basis.In the event the subscription is purchased midway during the month the User shall be charged on a pro rata basis for that month.
7. Copyright and Trademark
The Company and their affiliates, its suppliers and licensors expressly reserve all intellectual property rights in all text, programs, processes, technology, images, content and other materials which appear on the Software. Access to or use of the Software does not confer and should not be considered as conferring upon anyone any license to the Company or any third party’s intellectual property rights. All rights, including copyright, in and to the Software are owned by or licensed to the Company. Any use of the Software or its contents, including copying or storing it or them in whole or part is prohibited without the permission of the Company.
You may not modify, distribute or re-post anything on the Software for any purpose. The names and logos and all related service names, design marks and slogans are the trademarks/service marks of the Company, its affiliates, its partners or its suppliers/service providers. All other marks are the property of their respective owners. No trademark or service mark license is granted in connection with the materials contained on the Software. Access to or use of the Software does not authorize anyone to use any name, logo or mark in any manner.
8. Disclaimer of Warranties and Liabilities
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SOFTWARE, SERVICES AND OTHER MATERIALS ARE PROVIDED BY THIS SOFTWARE IS ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CUSTOMERLABS MAKES NO WARRANTY THAT
a.YOUR REQUIREMENTS WILL BE MET OR THAT SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
b.MATERIALS, INFORMATION AND RESULTS OBTAINED WILL BE EFFECTIVE, ACCURATE OR RELIABLE;
c.ANY ERRORS OR DEFECTS IN THE SOFTWARE, SERVICES OR OTHER MATERIALS WILL BE CORRECTED.
d.THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO THE DEVICE IRRESPECTIVE OF WHETHER THE SAME WAS CAUSED DUE TO THE USAGE OF THE SOFTWARE OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. CUSTOMER LABS ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
THE USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SOFTWARE IS DONE ENTIRELY AT HIS/HER OWN DISCRETION AND RISK AND HE/SHE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS/HER COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERROR LEADING TO AN INVALID COUPON. CUSTOMERLABS ACCEPTS NO LIABILITY FOR ANY ERRORS OR OMISSIONS, WITH RESPECT TO ANY INFORMATION PROVIDED TO YOU WHETHER ON BEHALF OF ITSELF OR THIRD PARTIES.
9. Indenification and Limitation of Liability
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THIS Software/COMPANY INCLUDING BUT NOT LIMITED TO ITS AFFILIATE VENDORS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, DEMANDS, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH AND INTEREST CHARGEABLE THEREON) ASSERTED AGAINST OR INCURRED BY US THAT ARISE OUT OF, RESULT FROM, OR MAY BE PAYABLE BY VIRTUE OF, ANY BREACH OR NON-PERFORMANCE OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE OR OBLIGATION TO BE PERFORMED BY YOU PURSUANT TO THESE TERMS OF SERVICE. FURTHER, YOU AGREE TO HOLD US HARMLESS AGAINST ANY CLAIMS MADE BY ANY THIRD PARTY DUE TO, OR ARISING OUT OF, OR IN CONNECTION WITH, YOUR USE OF THE Software, ANY CLAIM THAT YOUR MATERIAL CAUSED DAMAGE TO A THIRD PARTY, YOUR VIOLATION OF THE TERMS OF SERVICE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS.
IN NO EVENT SHALL CUSTOMERLABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU, THE VENDOR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE Software, SERVICES OR MATERIALS.
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
This User Agreement is effective unless and until terminated by either you or the Company. You may terminate this User Agreement at any time, provided that you discontinue any further use of the Software. The Company may terminate this User Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Software.
Such termination will be without any liability to the Company. The Company’s right to any Comments and to be indemnified pursuant to the terms hereof, shall survive any termination of this User Agreement. Any such termination of the User Agreement shall not cancel your obligation to pay for service(s) already ordered from the Software or affect any liability that may have arisen under the User Agreement prior to the date of termination.
In the event that the User does not renew his subscription then the Company shall provide 30(thirty) days after the end of the subscription to make the payment or renew the subscription failing which the data shall be deleted permanently
11. Disputes and Jurisdiction
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
a. Stage 1: Mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole mediator and in the case both parties accept the proposed name, the said person shall be appointed as sole mediator. In case the parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide who the final mediator is. The decision of the mediator is not binding on both parties.
b. Stage 2: Arbitration. In case that mediation does not yield a result suitable or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties. The Arbitration Board shall comprise three members – one appointed by each party and the third member to be nominated by the two appointed members by mutual consent. Arbitration shall be held at Chennai, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. If the dispute cannot be resolved by this two-step Alternate Dispute Resolution mechanism, it shall be referred to the courts at Chennai.
12. Miscellaneous Provisions
a. Entire Agreement: The terms and conditions set forth in this Agreement and any additional or different terms expressly agreed by the Parties shall constitute the entire agreement and understanding of the Parties with respect to each Service and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Parties shall always remain subject to the terms of this Agreement.
b. Waiver: The failure of either party at any time to require performance of any provision of this Agreement in no manner shall affect such party’s right at a later time to enforce the same. No waiver by either party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.
c. Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such a case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.
13. Contact Us
If you have any questions about this Agreement, the practices of Customerlabs, or your experience with the Service, you can e-mail us at Contact us.