Terms And Conditions
Updated on June 20th 2023
IF YOU DO NOT AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CAPTURED IN THE TOS, PLEASE DO NOT USE THE PLATFORM OR SERVICES.
“Affiliates” means with respect to a party, any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, directly or indirectly controlling, or is controlled by, or is under common control (where control means the ownership of a majority share of the stock, equity or voting interests of such entity) with the said Party and also those legal entities which are related parties of the concerned Party.
“App” means the Platform owned by the Company. through which a User may access the Services.
"Admin Account" means a type of End User Account that Customer may use to administer the Services.
"Admin Console" means the online console(s) or dashboard provided by Company to Customer for administering the Services.
“Company”, “We”, “Us”, or “Our” means Yarnit Innovations Private Limited and any other companies that are its subsidiaries and affiliates.
"End Users" means the individuals who are permitted by Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer, Affiliates and other third parties.
2. Updating of Terms and Conditions
Your use of the Platform is subject to the Terms and Conditions, which may be updated, amended, modified or revised by us from time to time with/without notice to You. We may add a new service to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. To ensure that You are aware of any additions, revisions, amendments or modifications that We may have made to these Terms and Conditions, it is important for You to refer to the Terms of Services from time to time. You agree that the Company will not be liable to You or any third party for any suspension or discontinuation of any of the Services.
3. Service(s) provided to Users
The Company provides a platform to [help professionals, teams and businesses ideate, write, design, publish and audit marketing content and creatives
Such software includes features* such as:
Ai assisted Writing, AI-assisted Graphic Design, Content Idea generator, Social Media Posting and scheduling, etc.
*Such features may change in the future.
The content and functionalities of the Services are explained in the Platform (including without limitation at).
4. Provision of the Services.
4.1 Services Use. During the Term, the Company will provide the Services in accordance with the TOS.
4.2 Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
4.3 Accounts; Verification to Use Services.
4.3.1 Customer must have an account to use the Services and is responsible for the information it provides to create the account, the security of its passwords for the account, and any use of its account.
4.3.2 Your access and use of our Services is restricted to the specified number of individual Users as specified in the relevant Subscription Plan. Each User shall be identified using unique login information such as user names and passwords (“User Login”) and such User Login shall be used only by one individual.
4.3.3 The Platform and Services is provided only for the purposes mentioned in this ToS and You agree not to (and permit any third party to):
4.3.4 license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare disassemble, reverse engineer, decompile or make the Platform available to any third party for any direct commercial benefit, other than Users in furtherance of Your internal business purposes as expressly permitted by this ToS;
4.3.5 modify, adapt, or hack Platform or otherwise attempt to gain or gain unauthorized access to Platform or related systems or networks;
4.3.6 use Platform, store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations;
4.3.7 access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Company;
4.3.8 use the Platform to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory;
4.3.9 use the Platform to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software;
4.3.10 “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to Platform (through use of manual or automated means);
4.3.11 impersonate any person or entity;
4.3.12 take any action that imposes or may impose an unreasonable or disproportionately large load on Our (or Our third party providers’) infrastructure;
4.3.13 interfere or attempt to interfere with the proper working of Platform;
4.3.14 bypass any measures We may use to prevent or restrict access to Platform (or parts thereof)
4.4 We shall, upon obtaining knowledge by Ourself or being brought to actual knowledge in writing or through email about any information provided by You being in contravention of this clause, be entitled to disable such information.
4.5 Export Control: You shall not export, directly or indirectly, any technical information or products using such information acquired from the other Party under these ToS to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so in accordance with applicable law.
5 Intellectual Property Rights
5.1 User Content: You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Yarnit, you own all right, title and interest in and to your User Content. You grant Yarnit a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant Yarnit a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design available. When you upload content to Yarnit, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your designs. You may publish or share Designs with others within the Service, via a Third Party Service, or via a link. Yarnit maintains no responsibility in relation to such sharing of Content and Yarnit’s enablement of such activity or the Service’s performance of actions to publicly share Designs at your instruction shall not be considered a violation of any of Yarnit’s obligations under these Terms. You may use Licensed Content in connection with the Service. The applicable license rights and restrictions vary depending on the type and source of the Licensed Content. Licensed Content: For images, Icons (free and premium) Users can select, download, and incorporate the Content altogether to create digital end products for commercial and non-commercial purposes, as made available on the Yarnit platform. For the avoidance of doubt, users shall not download any item of Content on a standalone basis. Any such use of items of Content must be within the tools available on the Yarnit Platform to create digital end products only.
5.2 Platform and Company Intellectual Property. Except for the rights granted to You under this Agreement, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Platform, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us, irrespective of any use of the word’s “purchase”, “sale” or similar terms.
5.3 Customer Data. As between the parties, You retain all right, title, and interest (including any intellectual property rights) in and to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You hereby grant Us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide, maintain, support and improve Platform or as otherwise permitted in this TOS.
5.4 Data Trail: You agree that We will have the right to collect certain analytical information pertaining to Your account (“Data Trail”) to conduct research, analysis and development activities (including but not limited to data analytics, surveys and/or profiling) to improve Our services and facilities in order to enhance Your relationship with Us or for Your benefit, or to improve any of Our services for Your benefit.
5.5 Feedback. If You provide any suggestions, comments, improvements, enhancements, requests, recommendations, information, ideas or other feedback or related materials to Us (collectively, “Feedback”), You hereby grant Us a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this ToS limits Our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
5.6 Licensed content For Music(free and premium):
5.7 All music content is licensed by us, so you don't need to pay anything extra on top of your subscription. By using the music in your content, you are agreeing to these terms as provided in Schedule A
5.8 All rights not expressly provided to You herein are reserved.
6. Third Party Services
6.1 You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party. We make no representations or warranties as to the quality, suitability, functionality, or legality of any Third-party Services to which links may be provided and/or integrations enabled, and You hereby waive any claim You might have against Us with respect to such. You agree that We are not responsible for Your enablement, access or use of such Third-party Services, including Your data processed by such third party, or for any loss or damage of any sort incurred as the result of any such use or as the result of the presence of such Third-party Services.
6.2 You should contact that Third-party service provider for any issues arising in connection with use of such Third-party Service.
7 Charges and Payment
7.1 Charges: All charges associated with Your account shall be based on the Subscription Plan (“Charges”) stated at https://yarnit.live/subscription-plans you choose. All plans are subject to change from time to time at the company’s discretion. The Subscription Charges are due in full and payable in advance in accordance with clause 7.2, when You subscribe to the Platform. We reserve the right to change the prices, features, or options included in a particular Subscription Plan, provided that such changes shall not take effect until your next applicable billing cycle.
7.2 Payment: By subscribing to a Subscription Plan, You authorize Us to charge Your payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Your Subscription Plan) without an invoice. You expressly authorize Us to charge Your payment method (such as a credit card) for the applicable Subscription Charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term or until You cancel Your subscriptions.
7.3 The subscription charges are due in full and payable in advance in the form of card payment. If the card payment fails, You must provide new card details with sufficient balance/credit limit within 7 days of receiving payment failure notification from us. If the payment isn't made within that period, We reserve the right to terminate the subscription and claim any pending payments along with interest accrued.
7.4 If We have offered You in writing, the facility of offline payment, You must make the payments via wire transfer/NEFT/TRGS prior to the start of the subscription or before the renewal date (whichever is applicable) and under special circumstances solely under Our discretion might be given up to 15 days after the subscription starts or renewal to make such payments.
7.5 Refunds: Unless otherwise specified in this ToS, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Ser.
7.6 Late Payments/Non-payment of Subscription Charges: We will notify You in the event We do not receive payment towards Subscription Charges within the due date. We must receive payments within a maximum of ten (10) days from the date of Our notice. If We do not receive a payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) suspend Your access to and use of the Platform until We receive Your payment towards the Subscription Charges as specified herein and/or; (ii) terminate Your account or (iii) Your account may be downgraded to the free version of the Platform.
7.7 Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).
8 Term, Termination and Suspension
8.1 The Subscription Term shall be set forth in the relevant Subscription Plan.
8.2 Termination by You: You can cancel Your Subscription Plan at any time. You will be billed only for the current year or month or billing cycle. However, partial refund will be provided only under special circumstances but no refund will be provided outside the window of the cancellation for new purchases, and Your account will continue to be in the existing Subscription Plan till Your subscription expires.
8.3 Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your account or Platform if You are in violation of this ToS. We will notify You if your activities violate this ToS and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your account shall be terminated. Further, We also reserve the right to terminate Your account at any time by written notice due to business reasons which shall include discontinuation of the Company.
8.4 Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate this ToS with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days.
8.5 Effect of Expiration of paid subscription-: Following termination of Your account either by Yourself or Us, We downgrade the account to a basic plan and reserve the right to delete all Customer data only after our company retention period after 7 years of the date of termination. We will inform You in advance about this impending data deletion. All provisions of the ToS, which by their nature should survive termination, shall survive termination, including without limitation, warranty disclaimers, indemnity and limitations of liability
9 Confidentiality; Data Privacy and Security
9.1 You choose, or are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of this ToS. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your account as a result of your non-compliance of obligations under this clause.
9.2 Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these ToS, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this ToS and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
9.3 We shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Us.
9.5 You understand and acknowledge that, in connection with the use of Services and Platform by Yourself, Users and/or End Users, We Process any Personal Data only on Your behalf and as a data processor.
9.6 You acknowledge and agree that We may access or disclose information about You, Your account, Users, including Customer Data in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
10 DISCLAIMER OF WARRANTIES
THE PLATFORM AND SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT THE SERVICES, WHICH ARE PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE (A) UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) FREE FROM ANY DEFECTS OR ERRORS; (C) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You shall defend, indemnify, and hold harmless Us, Our affiliates/subsidiaries and each of its affiliates’/subsidiaries’, directors, officers and agents from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to third-party claims attributable to (i) Your acts or omissions in connection with clause 6 of this ToS ; or (ii) Your violation of , any applicable law, regulation or policy, provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We shall fully cooperate with You in connection therewith.
12 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR RESELLERS,) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF GOODWILL OR OPPORTUNITY, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (II) FOR YOUR RELIANCE ON THE SERVICE; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS; OR (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR RESELLERS, RELATING TO PLATFORM AND COMPANY, WILL BE LIMITED TO THE LESSER OF A) THE SUBSCRIPTION CHARGES PAID BY YOU OR B) AN AMOUNT EQUAL TO SIX (6) MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR PLATFORM PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
13 Acceptable Use Policy:
All Yarnit users must comply with Yarnit’s Acceptable Use Policy. This Policy places certain restrictions on the content you can upload, the content you design, create, write and how you use Yarnit. Yarnit reserves the right to determine whether content violates this Policy at its sole discretion. This Policy may be updated from time to time. Anti-discrimination Yarnit does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin, we may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason. General Use You agree not to upload content, create content, or use Yarnit, directly or indirectly, in any manner that:
Promotes or creates a risk of physical or mental harm, emotional distress, death, disability, or disfigurement to yourself, any person, or animal;
Promotes or creates a risk of harm, loss, or damage to any property;
Seeks to harm or exploit children;
Is harassing, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights;
Discriminates, incites, or promotes discrimination against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis;
Is sexually explicit or pornographic in nature or contains links to such material;
Involves the sale or promotion of illegal activities, products, or services;
Is fraudulent or promotes fraudulent activity;
Violates the rights of any individual or third party, including their intellectual property and data privacy rights;
Contains any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties;
Contains any information or disinformation that is false, deceptive, or misleading or otherwise promotes, endorses, encourages, or facilitates the spread of false information;
Violates any applicable law or promotes activities that are illegal in nature.
14 AI Product terms
These terms apply to your use of AI-powered tools within Yarnit. We reserve the right to update these terms from time to time. It is important to act in a responsible and ethical manner when utilizing AI products, refraining from using them to generate any detrimental material. Any breach of Yarnit's Acceptable Use Policy or terms which involve the use of AI products for such purposes will not be permitted, and we reserve the right to suspend or terminate your account upon discovery of such activity. In addition to the matters listed in our Acceptable Use Policy, it is prohibited to use AI Products to:
Mislead anyone that the content generated by AI Products is human- generated;
Provide medical advice or any content regarding the treatment, prevention, diagnosis or transmission of diseases;
Provide legal or financial advice;
Generate contracts or legally binding obligations;
Generate political content including for dissemination in electoral campaigns;
Generate source code;
Generate spam, ransomware, keyloggers, viruses or other software;
Generate nudity or shocking content including obscene gestures, bodily fluids or other profane subjects;
Generate or disseminate information to be used for the administration of justice or other legal purposes;
Implement fully-automated decision making.
You are responsible for any text you type in, or images or other content you upload, to AI Products (“Input”) as well as the resulting material you generate, such as images or text (“Output”). You are responsible for ensuring that your Input and Output complies with these terms and our Acceptable Use Policy before using or sharing it. You agree that you will not include any sensitive personal data (including data that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, health data or data concerning your sex life or sexual orientation) in any Input to AI Products. As between you and Yarnit, to the extent permitted by law, you own your Input and Output and give Yarnit the right to host your Input and Output on our platform and use it to market and improve our products and services. Yarnit will not make any copyright ownership claim over your Input or Output.
You may use your Output for any legal purpose, provided that you comply with these terms and that you accept that any such use is at your own risk. In the event that any of your Input or Output is alleged to be unlawful or otherwise in breach of these terms, you acknowledge that Yarnit may disclose such content to law enforcement or other governmental authorities, or in response to a court order. Yarnit may impose limits on the number of Outputs you can create with AI Products. You will be notified when you have reached the maximum number of Outputs for your account. Disclaimer The Output of AI Products is generated by artificial intelligence. Yarnit has not verified the accuracy of the Output and it does not represent Yarnit’s views. Yarnit makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output. We recommend that you obtain professional and independent advice before you act on any advice contained in the Output, or rely on the accuracy of the Output.
15.1 Assignment: These ToS and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of our rights and obligations hereunder without Your prior written consent. These ToS bind, and insure to the benefit of, the Parties and their respective successors and permitted assigns.
15.2 Amendment: We may amend this ToS from time to time, in which case the new ToS will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any amendments to these ToS and Your continued use of Platform following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.
15.3 Severability; No Waiver: If any provision in this ToS is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these ToS shall remain in effect. Our non-exercise of any right under or provision of these ToS does not constitute a waiver of that right or provision of these ToS.
15.4 Relationship of the Parties: The Parties are independent contractors. These ToS do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
15.5 Survival: All clauses which, by their nature are intended to survive, shall survive any termination of Our agreement with Yourself regarding the use of Platform. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these ToS.
15.6 Notices and Consent to Electronic Communications: All notices from Us under these ToS may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You while subscribing to Platform; or (ii) electronic mail to the e-mail address provided to Your account. Our address for a notice is: firstname.lastname@example.org by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
15.7 Publicity Rights: You hereby grant Us a right and license to use Your trademark or logo to identify You as Our customer on Our Website(s), marketing collateral and/or to include Your use of Services and Platform in case studies.
15.8 Governing Law and Dispute Resolution: These ToS shall be governed by the laws of India without regard to any conflict of laws principles. You hereby expressly agree to submit to the exclusive pesonal jurisdiction of the courts at Bangalore, Karnataka.
15.9 Entire Agreement: This ToS, together with any Order Form(s), constitute the entire agreement, and supersede any and all prior agreements between us with regard to the subject matter hereof. This ToS and any Order Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation Customer or any entity that Customer represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. In the event of a conflict between any Order Form and this ToS, this ToS shall prevail.
15.10 Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of Platform caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
16. Grievance Redressal Mechanism
Any discrepancies or grievances with regard to content and or comment or breach of the Terms and Conditions shall be taken up with the designated Grievance Officer as mentioned below via in writing or through email signed with the electronic signature to:
Attention: Akash Jain
Email ID: email@example.com
Address: 204, 88, Borewell Rd, Palm Meadows, Whitefield, Bengaluru, Karnataka 560066]
The grievance officer will acknowledge the receipt of any compliant within forty-eight hours and redress the complaint within one month from receipt of the complaint.
17. Agreement to Arbitrate
This section applies to any dispute EXCEPT IT DOESN'T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR 's INTELLECTUAL PROPERTY RIGHTS. The term "dispute" means any dispute, action, or other controversy between you and us concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. "Dispute" will be given the broadest possible meaning allowable under law.
18. Notice of Dispute
In the event of a dispute, you or us must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to firstname.lastname@example.org. We will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address. You and us will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or us may commence arbitration in Bangalore, Karnataka.
19. Binding Arbitration
If you and us don't resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property
We may, from time to time, include contests, promotions, sweepstakes, or other activities ("Promotions") that require you to submit material or information concerning yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible to read all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to abide by and to comply with all Promotions Rules. Additional terms and conditions may apply to purchases of goods or services on or through the Services, which terms and conditions are made a part of this Agreement by this reference.
21. Support and Contact
We offer email-based/online support and query-resolution tools. You may access support resources or contact Our support by emailing at email@example.com. We shall use commercially reasonable best efforts to respond to Your request for support, or to fix any problems You may be having, as is applicable. Any suggestions by Us to You regarding use of Platform and Services shall not be construed as a warranty.
Schedule A: Licensed Content for Music
For Music (free and premium)
This User Licence sets out the terms and conditions on which you (“Licensee”) agree to access the Melodie API via Yarnit (“Reseller”) to search, license, download and synchronise Track(s) into Production(s).
In this User Licence:
1.1 “All Media Platforms” means all media now known or hereafter devised, including but not limited to TV, Radio, Cinema, DVD & Data-storage devices, Online, Mobile, VoD and OTT services.
1.2 "Application" means the web or other software services, applications or products that access, utilise or interact with the Melodie API.
1.3 “Copyright” means:
any copyright under the Copyright Act 1968 (Cth);
any copyright under the law of a country other than Australia; and
rights in the nature of or analogous to the rights in (a) and (b) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright).
1.4 “Performing Rights Organisation” means performing rights organisations and/or collecting societies including the Australasian Performing Rights Association Limited (ABN 42 000 016 099) (APRA) and their international affiliates.
1.5 “Production” means an audio-visual production into which Track(s) have been synchronised on the Application.
1.6 “Synchronisation Period” means the period during which the Licensee is an active member of the Reseller’s Application with an active User Licence, subject to the terms and conditions of the Reseller.
1.7 “Track” means each sound recording, together with the associated musical work and lyrics.
2 Grant of Licence:
2.1 Subject to the limitations set forth herein, Melodie hereby grants to the Licensee:
the non-exclusive, non-transferable right to access and use the Melodie API for the purpose of evaluating Track(s) for possible synchronisation into Production(s); and
upon the Licensee downloading Track(s) for synchronisation into a Production, a perpetual, worldwide, irrevocable, non-exclusive, non- transferable licence to reproduce the downloaded Track(s) into the soundtrack of the Production, for use in All Media Platforms.
When more than one Track is licensed, the Licence is granted separately with respect to each Track.
Each Track may only be sourced and downloaded via the Application and only synchronised into Production(s) during the Synchronisation Period.
2.2 The grant of this User Licence expressly does not permit the Licensee to:
use or reproduce any Track(s) for a work or subject matter other than in Production(s) created during the Synchronisation Period;
use or resell any Track(s) as a stand-alone item;
edit, modify, alter, adapt any element of any Track(s) or create any derivative works without Melodie’s prior written consent except to incorporate a Track into the Production; or
publicly perform, communicate or broadcast the Track(s). The Licensee’s rights granted are subject to any rights vested in a Performing Rights Organisation. Performances in public, communication or broadcast of the Track(s) shall be subject to the parties responsible for such activities holding valid and subsisting licences from the parties holding such rights, where such rights are granted under relevant local law.
2.3 The rights granted under this User Licence are granted solely to Licensee and Licensee acknowledges it may not sub-license the rights granted under this User Licence to any other person or entity. In the event multiple persons in a Licensee organisation utilise the applicable right under this User Licence, the Licensee agrees it is principally and wholly responsible for the use of the rights by its employees and contractors in accordance with this User Licence.
2.4 Where applicable, for each Production intended for broadcast, the Licensee agrees to provide the Performing Rights Organisation or Melodie with a music cue sheet.
2.5 All rights in the Track not expressly granted to the Licensee under this User Licence remain with Melodie, including but not limited to the right to make changes to the Track or use any part of the lyrics or title of the Track as the title or subtitle of the Production. You acknowledge and agree Melodie owns the Copyright in any and all part of the Track and the recording of the Track