Terms of Service
This Agreement is between User (“you”) and Vserv Digital Services Pvt. Ltd., parent company and on behalf of all its legal subsidiaries located anywhere in the world, hereinafter referred as “Vserv” and sets down the terms and conditions under which you may avail of Vserv Services. To become a user of the Vserv Services, you must read and accept these terms and conditions for Vserv Services and submit an application which must identify the legal entity entering into this Agreement and the specific needs for which you desire to implement the Vserv Services. By submitting your application you are agreeing that you accept these terms and conditions. Any parties that you may resell to, for use of Vserv Services are your responsibility and are bound by these terms.
It is within Vserv’s sole discretion to deny your application to become a Vserv user for any reason. After evaluating your application, Vserv will notify you of our acceptance or rejection thereof. Vserv’s acceptance is expressly conditional upon your assent to the terms of this Agreement, to the exclusion of all other terms.
“User” shall be yourself, whether in the capacity of Advertiser, Publisher or otherwise.
“Advertisers” shall include the advertiser or advertising agency promoting products or services through Ads on various Sites, on Vserv Network.
“Publisher/s” shall mean all parties that have offered to sell inventory (space) to VSERV for display of advertisement on their Sites and shall include WAP Publishers, App Developers, Channel Partners and Licensing Partners.
“Content” shall mean content and information provided by you, including all advertising content, images, text, illustrations, representatives, sketches, brands, maps, labels, applications or software or any website or other content whether or not developed, distributed or published by you or in association with any developer, distributor, publisher or customer for the purpose rendering the advertisement services.
“Ads” refer to all advertisements that are served onto a Publisher’s Site by Vserv through their network, including, but not limited to, text links and banners.
“Site/s” shall include all WAP sites, mobile internet sites, mobile web sites, and mobile applications which are publishing Content through Vserv.
“Network” shall mean the inventory offered for sale to Vserv and includes the various Sites, Users and their mobile properties used for publishing or advertising Content, by Vserv.
“Service/s” shall mean:
(a) display of your advertisement in respect to your products or services by showing banners, taglines, text links or other Content provided by you, across the Vserv Network;
(b) the display of Ads on your Content and including you in the Network;
(d) the distribution of any mobile applications or software, through various Publishers with Vserv ad codes or solutions;
(e) any other services provided by Vserv from time to time.
“CPM” shall mean cost-per-thousand. A payment on a CPM basis means that payments are calculated for every one thousand ad views or impressions.
“CPC” shall mean cost-per-click. A payment on a CPC basis means that payments are calculated for every click. A click is counted when a visitor to a Publisher’s Site/ Developers Application clicks on an advertisement, application or other specified content.
“Effective Date” shall mean the date of execution/ acceptance of this Agreement.
“Inventory” shall be the aggregation of clicks/ impressions on any Content or Site.
“Net Revenue” shall mean revenues actually received by Vserv from the sale, use or other disposition of Ads displayed on Publisher’s Sites less any applicable taxes, and less any agency commissions, carrier and/or partner fees, and less any allowances actually made or taken for returns, discounts or promotional allowances. The Net Revenue shall also exclude other revenues indirectly earned, if applicable, for consulting, planning and targeting, copywriting, site building, account management or technical modifications or technical innovations which may be charged by Vserv to third parties from time to time.
“Rate card” shall include current CPC and CPM rates at which bookings can be made.
Terms of Agreement
This Agreement shall come into force on the effective date and remain in force until terminated under these provisions.
Accepting the Terms and Conditions
In order to use the Services, you must first agree to the Terms and Conditions. You may not use the Services if you do not accept the Terms.
You can accept the Terms and Conditions by:
(A)clicking to accept or agree to the Terms and Conditions, where this option is made available to you by Vserv in the user interface for any Service; or
(B)by actually using the Services. In this case, you understand and agree that Vserv will treat your use of the Services as acceptance of the Terms from that point onwards.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Vserv, or (b) you are a person barred from receiving the Services under the laws of your country or other countries including the country in which you are resident or from which you use the Services.
Before you continue, you should print off or save a local copy of the Universal Terms for your records.
You are solely responsible for all Content submitted by you including any Content submitted on behalf of or generated by your customers, affiliates, agents or partners. You agree and you shall ensure the accuracy of such Content and warrant that you are authorised to advertise or utilise these items/products/ services/ brands yourself or on behalf of your customers, affiliates or partners. Vserv is not responsible for anything whatsoever in your Content.
You shall not submit any Content that contains or promotes anything which may be: (a) morally questionable, (b) illegal, (c) racist, (d) politically or religiously provocative, (e) promoting violence or hatred against any group on the basis of race, ethnicity, religion, political association, disability, age, sexual orientation or otherwise (f) containing malware or any virus, (g) fraudulent (h) not in line with any regulations set out in this regard, (i) adult, suitable only for users over the age of 18, (j) infringing any intellectual property rights of any third party; (k) promoting alcoholic beverages or tobacco related products in jurisdictions where the same is disallowed, or banned / illegal drugs or other controlled substances, explosives or hazardous materials, combustibles, corrosives, gambling transactions or any product or service which is not in compliance with all laws and regulations.
Vserv shall have the right to reject or withdraw your Content at any time whatsoever. Vserv shall have the right to market or bundle your Content in a manner it deems appropriate.
You acknowledge and agree that if you use any of the Services or Sites to contribute or make available Content, Vserv is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content and to allow others to do so in connection with the Services or the Site for the duration of this Agreement.
Vserv reserves the right to refuse to accept you or any customer or site for participation in the Network or to perform any Services for you for any reason, in its sole discretion.
You are solely responsible for all of your activity in connection with the Services and accessing the Vserv Site. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Vserv user. You shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Mail list, Listserv, any form of auto-responder, or “spam” on the Site or Services, or any processes that run or are activated while you are not logged in.
You are responsible to validate all impressions, clicks, leads and/or acquisitions. You must report any discrepancies related to your campaign to Vserv within 30 days of the occurrence. Vserv is not liable for any discrepancies not reported within this time frame and you waive all right, title, and intent to dispute payment to Vserv based upon any discrepancy not reported within this time frame. The targeting set on your campaigns is solely your responsibility. Vserv accepts no responsibility for Ad campaigns that deliver incorrectly because targeting was set incorrectly. Once any selection of device or genre has been made by you, you shall be responsible for the same and shall not raise any dispute with Vserv in this regard. Vserv has no obligation to review your Content, your targeting, or your destination URL. Vserv reserves the right to suspend, restrict, or terminate an Ad campaign or any Application for any reason at any time.
You are solely responsible for using the correct destination URLs for the purpose of provision of service by or to Vserv. Vserv is not responsible for the Sites and landing pages you link through to or otherwise, or services/products/brands that you are advertising. Vserv has no obligation to review your Site(s), Content/Services, or billing methods and you are solely responsible for the same.
Users who are Publishers may list advertising inventory including but not limited to advertising inventory on mobile sites, applications, and device platforms and make them available for advertisement. Users who are Publishers hereby grant Vserv the right to access, index, store and cache requests made from such mobile sites, applications, and device platforms to the Service, including by automated means. Users who are Advertisers may upload Ads for display on a Publisher’s Mobile Property. You agree to comply with the technical specifications provided by Vserv to enable proper display of the Ads in connection with the Services.
You agree to direct to Vserv , all communications regarding any matter arising out of your use of the Services.
You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, hardware devices, software, and other Internet, wireless, broadband, phone or other communication device connection services. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Site and any Services and you shall be responsible for all charges incurred in connection with all such equipment and ancillary services, including any fees charged for airtime usage and/or sending and receiving messages or related notifications.
During the term of this Agreement and for a period of six months beginning on the end date of an Ad campaign, Advertiser may not contact Vserv’s affiliates, clients, partners, staff or contractors directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said affiliates, clients, partners, staff or contractors.
If you are a Publisher, who is currently publishing, or has previously, published, a Vserv ad campaign, you shall not approach any Advertiser directly with regards to mobile advertising. If you are an Advertiser who has been approached by a Publisher directly, you must refuse to work directly with him, and refer the Publisher back to Vserv unless agreed otherwise in writing with Vserv.
You agree to collaborate with press releases and/or be mentioned as a client. You shall make no press releases, promotional or merchandising materials, or general public announcements without the prior consent of Vserv.
Vserv shall post its rate card on its site with the current rates for its Services.
If you are a Publisher, you shall receive a percentage of the Net Revenue of Ads associated with your use of the Services as solely determined by Vserv. In addition, if you are a Publisher, you agree that any payments that may become due to you are specifically conditional upon Vserv’s receipt of full payment from the applicable advertiser. If Vserv does not receive the applicable payment in full from any such Advertiser, Vserv shall have no liability or responsibility to you and you hereby release Vserv with respect thereto. Vserv may at its sole discretion and with an intent to maintain relationship, may pay the net revenue to the publisher even if the same is not received from the advertiser. However such payment will not be treated as acceptance of liability for past, present or future transactions and Vserv reserves its right to claim refund of such amount or adjust from future payments.
The portion of Net Revenue received by you shall be determined every 30 days and the payment shall be made to you within 60 days from the said date of determination. Payments to you shall be sent by Vserv only if your earned balance is greater than or equal to $250USD (Two Hundred Fifty US Dollars). If your earned balance is less than $250 USD, no payment shall be sent for a further 30 days when Vserv shall make the aforesaid determination anew.
If you are an Advertiser, you shall pre-pay all applicable fees, as described on the Site, in connection with such Services selected by you. You understand that all Services must be paid for in advance. Funds will not be credited to you nor shall Services be provided by Vserv until payment has cleared into the Vserv bank account.
If you are offered such payment terms all payments must be made on time. You agree that all Services will be suspended by Vserv if payment is not received on time, and they will remain suspended until payment is received and cleared. You will also be liable to 18% p.a. interest for late payments. Vserv shall have the right to deduct any such dues from any amounts due to you or from your account balance.
You accept Vserv’s impression and click count as final. No other measurements or statistics of any kind shall be accepted by Vserv or have any effect under this Agreement. Vserv’s technology and systems will be the official counter for determining delivery of clicks or impressions. Whilst Vserv makes every effort to keep statistics error free, you acknowledge that Vserv does not guarantee the statistics will be error free all of the time. If Vserv discovers a fault then Vserv will provide you with an explanation and an adjustment as the case may be. In the event you disagree with any such calculation, you shall submit a support ticket immediately to Vserv, detailing, with reasonable specificity, your objections to calculations. Thereafter, Vserv will provide you with further explanation or, if such calculations are determined by Vserv to be incorrect, an adjustment, of the numbers with explanation or adjustment, as the case may be. This shall be final and binding. In the event that no adjustment is necessary, you shall reimburse Vserv for its expenses in responding to your requests under this section.
Vserv will charge all applicable taxes as may be levied from time to time by the Government or other authority in connection with the Services provided. You shall be responsible for all payments, transaction charges including bank charges and credit card charges. As a condition to Vserv’s obligation to make payments hereunder to you, you must have on file with Vserv complete and accurate taxation documents which may be required by law.
All payments must be made in US Dollars for non-India based users and INR for India based users. All payments will be subject to withholding taxes wherever applicable.
Vserv reserves the right to set and negotiate payment terms and rates on a user-by-user basis. Vserv may change its rate card at any time without prior notice. Vserv reserves the right to institute new charges at any time, upon prior notice to you, which may be sent by email or posted on its site. All current bookings will be honoured at the rate they were booked unless otherwise agreed in writing.
If you dispute any payment made in connection with the Services, you must notify Vserv in writing within thirty (30) days of any such payment. Failure to so notify Vserv shall result in the waiver by you of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Vserv. No other measurements or statistics of any kind shall be accepted by Vserv or have any effect under this Agreement. Vserv shall not be liable for any payment based on (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any Ads, as reasonably determined by Vserv; (ii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above; or (iii) any breach of this Agreement by you.
To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account.
Ownership of Intellectual Property
Subject to the limited licenses granted to Vserv and Publisher hereunder, each party shall own and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, internet domain names, short codes, software, copyrights, patents, trade secrets, know-how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future (“Intellectual Property”). Except as provided in this Agreement, you may not distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of another party without the express prior written consent of such party.
Except as permitted under this Agreement, Publisher may not alter, copy, modify, take, sell, re-use, or divulge in any manner any Content or computer code provided by Vserv without Vserv’s prior written consent. Publisher may not copy Ads and display them from Publisher’s Site directly or redirect traffic to a Site other than that listed by Vserv or the Advertiser or ask users to take advantage of other advertisements or offers other than those listed by Vserv or Advertiser. Any Content which is copied, changed or altered without prior written consent will result in non-payment for the campaign and may result in termination.
Ownership of Data
Vserv owns all data collected by or through Vserv’s code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Vserv from such data (collectively, “Data”). All Data shall be deemed Vserv’s Confidential Information. Any use by you of such Data shall be only as expressly permitted in this Agreement and in strict compliance with Vserv’s confidentiality policy. Any approved modifications to Vserv Code shall be owned solely by Vserv.
Rights of Publishers
You understand that Vserv operates as a blind network and does not disclose the names or URLs of the Publishers in the Network.
Publishers may remove or reject Ads or other Content at their discretion. Content placed on the Network may be subject to additional terms and conditions as are imposed by Publishers. You understand and agree that Publishers make no guarantee of traffic levels and only offer Inventory figures as a guide.
Representations and Warranties
You represent and warrant that the Sites and the Content placed by you: (1) are owned by or licensed to you or that you are legally authorized to act on behalf of the owner of the same for the purposes of this Agreement,; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner on any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libellous, slanderous or threatening; and (7) are free of viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancel bots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
You also represent, warrant and covenant that: (i) You have the power and authority to enter into and perform your obligations under this Agreement; (ii) You are at least 18 years of age, and that there is no legal reason that you cannot enter into this binding Agreement; (iii) You shall not be in violation of any obligation, contract or agreement by agreeing to these terms and conditions, by performing your obligations hereunder or by authorising and permitting Vserv to perform the Services hereunder; (iv) You shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (v) You shall comply with all applicable laws, statutes, ordinances and regulations; (vi) You will not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (v) Vserv is hereby authorised by you to perform all the services described hereunder with respect to you. You grant Vserv and the Publisher the right to transmit the Content to the Sites.
In case you are a Publisher, you shall not allow, authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. Vserv reserves the right to Block such accounts without any prior intimation to avoid any further loss to our network and Advertisers. Vserv as a sole discretion can furnish supporting logs of such investigations. Once an account is deactivated all the Zones/ Sites will be rejected and the past earning will be withheld.
You agree not to disclose Confidential Information received by you or coming to your knowledge as a result of this Agreement, without prior written consent except as provided herein. “Confidential Information” includes (i) Ads or other Content, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics, (iv) all commercial information about campaigns, (v) any technical information, (v) any information about Vserv or its affiliates (vi) any other information designated in writing as “Confidential”, (vii) submissions or modifications relating to any software applications (viii) any technical information, (ix) information that is confidential and proprietary to a party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential. It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party’s Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
You will be responsible for a breach of this Agreement by any of your representatives. You shall promptly notify Vserv of discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with Vserv in every reasonable way to help regain possession of such Confidential Information and prevent its future unauthorized use.
Termination of Agreement
Vserv may terminate this Agreement immediately at any time by notice in writing to you. If you fail to make any due payments, Vserv shall have the right to immediately terminate any Services.
You may terminate this Agreement upon providing two (2) weeks written notice via email, fax or Post/Courier services.
You shall, upon prior written notice to Vserv, have the right to (a) pause a campaign at any time or (b) stop a campaign at any time and allocate your funds to other Vserv campaigns;
In the event that you terminate your campaign early, you shall be liable to make full payment for work performed and delivered up to the modified termination date.
In the event you have funds remaining in your Vserv account balance, you will receive a refund for unused funds. A refund shall be initiated upon receipt by Vserv of your cancellation order. No refund will be made for clicks or impressions already delivered. The refund will be by bank transfer. You understand that the refund will incur an administration fee and you also understand you are liable to pay for all bank charges and other charges associated with the refund.
Upon termination of this Agreement, your right to use the Services will immediately cease and you will remove Vserv code from your Sites/Ads. Any termination of this Agreement, howsoever occasioned, shall be without prejudice to any other rights or remedies that a party may be entitled to and shall not affect any accrued rights or liabilities of either party.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, confidentiality and limitations of liability.
Vserv expressly disclaims all representations and warranties of any kind, whether express or implied, including but not limited to any implied warranties of quality, fitness for a particular purpose. Vserv makes no representation or warranty about the quality, suitability, reliability, availability, merchantability, delivery, lack of viruses or other harmful components or accuracy of information relating to the Services sought to be purchased by you.
Vserv does not make any warranty that the Services it provides under this Agreement will meet your requirements or that they will be uninterrupted, timely, secure or error free. Vserv does not make any warranty as to the results or consequences of your use of any Services that Vserv provides under this Agreement.
You understand and agree that from time to time the Services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Vserv may undertake from time to time; or (iii) causes beyond the control of Vserv or which are not reasonably foreseeable by Vserv, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of Sites or interfaces, network congestion or other failures. While Vserv will attempt to provide the Services on a continuous basis, you hereby acknowledge and agree that Vserv gives no guarantee of the availability of the Services on a continuous or uninterrupted basis. Terms of this Agreement are subject to Vserv hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
You understand that Inventory levels may change depending on market conditions and booking at a certain rate does not guarantee a certain level of Inventory.
Vserv makes no guarantee regarding the levels of impressions or clicks that are available to you, nor any guarantee of the length of time it may take to deliver your campaigns. If you have been given such figures before running a campaign you understand that they are offered merely as a guide.
Vserv makes no guarantee that any targeting set will work in every case or that the campaigns will start or finish on exactly the times required. Vserv will not be held responsible for any misplaced Ads or other Content, or targeting which goes amiss. Targeting and timings for campaigns are done on a ‘best effort’ basis.
Vserv does not guarantee the quality of the click through or impressions. You agree to not hold Vserv responsible for a poor return on investment or conversion rate from your click through, and there will be no refunds issued in such a case.
You agree that all capping and auto top-up of campaigns is on a ‘best effort’ basis. Vserv will not be held responsible for capping which over runs.
You acknowledge and agree that Vserv has no special relationship with or fiduciary duty to you and that Vserv has no control over, and no duty to take any action regarding: which users gain access to the Site or Services; what Content a user accesses or receives via the Site or Services; what Content other users may make available, publish or promote in connection with the Services; what effects any Content may have on you or any users or customers; how you or your users or customers may interpret, view or use the Content; what actions you or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.
Further, you specifically acknowledge and agree that (i) Vserv has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any Advertiser, Publisher or other User and (ii) Vserv has no control over any Content that may be available or published on any Site (or otherwise); and that you are solely responsible (and assume all liability and risk) for determining whether or not such Content is appropriate or acceptable to you,
A Site may contain, or direct a user to sites containing, information that some people may find offensive or inappropriate. Vserv makes no representations concerning any Content contained in or accessed through the Site or Services, and Vserv will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services
Vserv will not be liable for the privacy of e-mail addresses, phone or communication device numbers, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on its equipment and transmitted over networks accessed by any Site, or otherwise connected with your use of the Site/s or Services.
You will indemnify and hold Vserv, its parents, subsidiaries, affiliates, directors, officers, employees, Publishers, Advertisers and other Users (“Vserv Indemnified Parties”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, the violation of this Agreement by you or the infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity.
You guarantee that data regarding consumers gained by this Agreement will be only used for legal purposes. You also agree not to resell, market, or transfer any data regarding consumers gained through this Agreement to any third party unless expressly permitted by Vserv in writing. You will indemnify, defend and hold harmless Vserv and Indemnified Parties from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney’s fees) and losses which result from any claim of damages brought or sought against Vserv that alleges consumer data gained by this Agreement was used for any purpose in violation of any applicable laws. The provisions of this paragraph shall survive the termination of this Agreement.
Vserv shall not be held liable or responsible to you nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of Vserv or from a Force Majeure event. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Parties, including, without limitation, unavailability of any communication system, breach or virus, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.
Limitation of Liability
Vserv SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING FOR LOSS OF DATA, LOSS OF PROFITS, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT VSERV’S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE NET AMOUNT PAID/RECEIVED BY VSERV TO/FROM YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM.
This Agreement constitutes the entire agreement between the Vserv and you pertaining to the subject matter hereof.
Relationship between Parties
You and Vserv are independent contractors and nothing in this Agreement shall make us joint -ventures, partners, employees, agents or other representatives of the other hereto. You shall not make any representation that suggests otherwise.
Public Relation Release
You and Vserv shall issue a mutual public relation release to their cooperation and the availability of the Services and Content. Each party may issue its own public relation release, upon its sole discretion, in order to promote the cooperation and the Content; furthermore, each party may use the other Parties names in its publications.
If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
Variations of Agreement
Vserv reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on you upon notification to you.
This Agreement may not be assigned by you without the prior written consent of Vserv. Vserv and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Rights and Remedies; Waiver
All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought against you by Vserv, to enforce any obligations hereunder, Vserv shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. Failure of Vserv to require strict performance of any provision shall not affect Vserv’s right to require strict performance thereafter. Waiver by Vserv of a breach of any provision shall not waive either the provision itself or any subsequent breach and shall not prevent enforcement on later occasions.
Survival of Provisions
Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind you and Vserv following any expiration or termination of this Agreement.
Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, facsimile or email to Vserv at its registered office and to you at the address notified by you/ used by you for communications with Vserv.
1. Notice will be deemed given :
a. in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
b. in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission. Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day. Provided further that in case of a notice being forwarded by facsimile, a copy of the notice shall also be forwarded by hand delivery, registered mail or overnight courier services.
2. The address for notice may be changed by you or Vserv by giving notice to the other party as provided herein.
3. Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services
The laws of India only and no other nation shall govern this Agreement. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Mumbai, India as regards any claims or matters arising under or in relation to these terms and conditions.
Website Usage & Content Guidelines
(2) Licence to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
(a)republish material from this website (including republication on another website);
(b)sell, rent or sub-license material from the website;
(c)show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;]
[(e) edit or otherwise modify any material on the website; or]
[(f) redistribute material from this website [except for content specifically and expressly made available for redistribution [(such as our newsletter)].]
[Where content is specifically made available for redistribution, it may only be redistributed [within your organisation].]
(3) Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
[You must not use our website to transmit or send unsolicited commercial communications.]
[You must not use our website for any purposes related to marketing without our express written consent.]
(4) Restricted access
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If [we provide you with / you generate] a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that the password is kept confidential.
You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.
You must not use any other person’s user ID and password to access our website[, unless you have that person's express permission to do so].
[We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.]
(5) User content
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights.
Your content must not be illegal or unlawful, must not infringe any third party’s legal rights and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). Your content should not contain following Forbidden or Restricted Categories:
I. Adult Content
a) Pornography. Sexually explicit content, published for the purposes of entertainment, including (but not limited to) photographs and text depicting or describing legal sexual acts between consenting adults. Advertising is also not permitted for the promotion of child pornography, any sexually suggestive content involving children, or other non-consensual material. This includes teen pornography or other pornography that describes models that might be underage.
III. Alcohol of any kind of any kind (hard, beer, wine).
a) Advertising for any kind of alcohol is not allowed.
IV. Anti-Group Content & Violence.
a) Advertisements may not promote violence or advocate against a group based on race, color, national origin, religion, disability, sex, age, veteran status, or sexual orientation/gender identity.
b) Advertising text advocating against any organization or person (public, private, or protected) is not permitted.
Stating disagreement with or campaigning against a candidate for public office, a political party, or public administration is generally permissible.
c) Graphic violence
V. Bombs/Guns/ firearms, bullets/Ammunition etc.
a) Content offering genuine or replica guns, bombs, ammunition, or other offensive weapons for sale
b) Content glorifying the use of or offering technical information on guns, bombs, ammunition, or other deadly devices.
VI. Copyrighted Works
a) Copyrights are important business assets in which the copyright holder maintains exclusive rights. Advertising is not permitted to promote the copying or distribution of copyrighted content without the consent of the copyright holder.
VII. Counterfeit Designer Goods.
a.) Advertising is not permitted for products that are replicas or imitations of designer goods.
IX. Dumping or Illegal Product sales
a) Advertising promoting products or sales that could be determined “product dumping”.
X. Fake Documents
Advertising is not permitted for the promotion of fake documents such as fake IDs, passports, or social security cards. Advertising is also not permitted for the promotion of services that allow people to hire others to take standardized tests for them.
XI. Gambling (excluding permitted under law)
Advertisements may not promote sports bets, memberships or enrolment in online gambling sites, or any related content in countries where gambling is illegal.
XII. Hacking and Cracking
Advertising is not permitted for the promotion of hacking or cracking instructions or equipment to illegally access or tamper with software, servers, or websites; sites or products that enable illegal access of cell phones and other communication or content-delivery systems/devices; copied or backed-up versions of software, CDs, or DVDs not intended for personal use; products or services that circumvent digital rights management technologies or technical protection measures for copyrighted works, etc.
XIII. Hate Content, Obscenity and Indecency
a) Content articulating views intended to cause or incite hatred of any race, religion, creed, class, or ethnic group.
b) Content articulating views calculated to cause offense to or incite hatred of any individual or group.
c) Content explicitly glorifying or delivering for the purposes of entertainment scenes or descriptions of non-consensual pain, suffering, death, torture, or ill-treatment of humans or animals.
d) Content that is unlawful by reason of obscenity or indecency under prevailing legislation (such as the Obscene Publications Act 1959 and the Protection of Children Act 1978). Death (funeral homes, mortuaries)
e) Potentially slanderous or libelous content. Vulgar language, proxies for vulgar language (X@#%!).
f) Misleading language (e.g. using the word “free” in the Advertisement to describe a contest or sweepstakes prize).
g) Unsubstantiated, false, or misleading claims.
XIV. Miracle Cures
Advertising is not permitted for the promotion of miracle cures, such as ‘Cure cancer overnight!’
XV. Political Content / Political Campaigns
Advertising whose editorial content is predominantly aimed at furthering the cause of any political party, organized campaign, or informal pressure group. This does not include editorial or other comments and discussion on current affairs or news.
Advertising is not permitted for the promotion of prostitution.
XVII. Scams/Phishing for Personal Information
Advertising is not permitted for information or devices used to collect sensitive personal information or money with fake forms or false claims.
XVIII. Tobacco (Cigarettes, cigars, pipes, chewing tobacco, etc.)
Advertising is not permitted for tobacco or tobacco-related products.
XIX. Misleading language
Includes but is not limited to using the word “free” in the Advertisement to describe a contest or sweepstakes prize. Unsubstantiated, false, or misleading claims. Unreasonable or highly unlikely product or service claims.
XX. Any Advertising content that violates applicable laws, rules or regulations.
XXI. Subscription for goods and/or services
You must not submit any content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
(6) Limited warranties
We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
(7) Limitations and exclusions of liability
[To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.]
[We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.]
[We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.]
[We will not be liable to you in respect of any loss or corruption of any data, database or software.]
[We will not be liable to you in respect of any special, indirect or consequential loss or damage.]
(13) Exclusion of third party rights
(14) Entire agreement
(15) Law and jurisdiction