Terms of Service
PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS SITE. ANY USE OF THIS WEBSITE CREATES A BINDING AGREEMENT TO COMPLY WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.
The following are terms of a legal agreement (the “Agreement”) between you (the “User”, or “you”) and Espalier, its business divisions, subsidiaries, affiliates, and group companies, and their respective officers, agents, partners and employees (“the Company”, “we”, or “us”) that sets forth the terms and conditions for your use of this website (the “Site”) and the variety of resources and facilities (the “Services”) made available to you through this Site. The Site is owned and operated by the Company. This Site is being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Site, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations, regardless of whether you are a registered member of the Company.You understand and confirm that if you did not agree to be bound by the terms of this Agreement, you had an option to decline this Agreement, however, you specifically and with a free will made your choice to be bound by the terms of this Agreement. The terms and conditions of this Agreement will govern all contractual relations between you and the Company in respect of the Site and the Services. In addition to this Agreement, you may be required to enter into other agreements with us or others depending upon the services you choose to use. If there is any contradiction between this Agreement and another agreement you enter into with us or others as applicable to specific service used by you or any transaction that you may enter in furtherance of the Services, the other agreement shall take precedence in relation to the specific aspects of the Service or the transaction to which it applies. As used herein, “Users” means anyone who accesses and/or uses the Site.
This Site is intended solely for natural persons eighteen (18) years or older in age, or artificial persons being a company, LLC, partnership, association of persons, society or a trust which are incorporated in accordance with, and are validly existing under, the laws of applicable to them. By using the Site or the Services you represent and warrant: that you are either 18 years or older or an artificial person as described above, that you are competent and authorized (applicable in case of an artificial person) to enter into contracts generally, that you do not suffer from any legal disability barring you from entering into this Agreement, and that you agree to abide by all the terms and conditions of this Agreement.
REGISTRATION DATA & YOUR ACCOUNT SECURITY
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of the Company with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation or create any hyperlink, and any other use of the Site Content is strictly prohibited. Such license is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will result in immediate termination of the license granted herein and your access to the Site being restricted. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable information technology, communications regulations and statutes and we reserve our rights to initiate appropriate action against you for it. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication or otherwise by the Company. This license is revocable by us at any time without notice and with or without cause.
TRADEMARKS AND COPYRIGHTS
The terms “Espalier” and the logo(s) of Espalier collectively are registered trademarks, service marks and trade names of the Company. The Company’s trademarks, service marks and trade names must not be used in any manner either, including as part of trademarks and/or trade names and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or mislead the public, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
You represent, warrant and agree that you will not use the Site or the Services for any purpose that is unlawful or prohibited by or under any law, rules, orders, regulation, notification or circular issued by any local or governmental body in any applicable jurisdiction, or these terms, conditions, and notices, including any amendments, modifications or replacements thereto. You further agree that you will not use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. Additionally, you agree not to attempt to gain unauthorized access to any Services, computer systems or networks connected to any the Company server or to any of the Services, through hacking, password mining or any other means. You further agree not to use the Services or the Site to:
- submit materials of any kind that violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material;
- upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, etc.;
- upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation
- upload, post, transmit, share or otherwise make available any material that contains or provides links to software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or network or telecommunications equipment;
- upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose the Company or its Users to any harm or liability of any type.
- harvest or collect information of others Users, including but not limited to email addresses from the Service or the Site by electronic or other means.
- use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site.
- register for more than one User account, register for a User account on behalf of an individual or entity other than yourself, or register for a User account on behalf of any group or entity;
- impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or other details or your affiliation with any person or entity;
- intimidate or harass another User.
USER CONTENT POSTED ON SITE
You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other Users (collectively the “User Content”). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates this Agreement, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, the Company or Users or others.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
LINKS TO THIRD-PARTY SITES AND CONTENT
TRADEMARK AND COPYRIGHT COMPLAINTS
We respect the intellectual property of others. In case you feel that your work has been copied in a way that constitutes an infringement you can write to us at: email@example.com
USE OF PERSONALLY IDENTIFIABLE INFORMATION
DISCLAIMER OF WARRANTIES
THE COMPANY DOES NOT GUARANTEE THE ACCURACY OF ANY USER CONTENT OR THIRD PARTY SITES. ALTHOUGH WE PROVIDE RULES FOR USER CONDUCT AND POSTINGS, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT USERS POST ON THE SITE AND ARE NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, MISLEADING, INCORRECT, INCOMPLETE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER ON THE SITE OR IN CONNECTION WITH ANY USER CONTENT OR THIRD-PARTY SITES. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE.
THE SITE OR ITS SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER CONTENT OR PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SITE, ANY USER CONTENT OR THIRD-PARTY CONTENT POSTED ON OR THROUGH THE SITE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE OR ANY TRANSACTIONS ENTERED ON OR THROUGH THE SITE OR USING THE SERVICES, WHETHER ONLINE OR OFFLINE.
THE COMPANY RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT CONTAINED IN THE SITE AND ANY SERVICES OFFERED THROUGH THE SITE AT ANY TIME WITHOUT NOTICE. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY THE COMPANY.
WE MAKE NO REPRESENTATIONS THAT THE INFORMATION AND MATERIALS CONTAINED ON OUR SITE ARE APPROPRIATE FOR ANY PARTICULAR LOCATION, OR COMPLIANT WITH THE LAWS OF ANY OTHER LOCATIONS. THOSE ACCESSING OUR SITE SHALL DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL THE COMPANY AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY,INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF THE COMPANY OR ITS REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. THE COMPANY AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
Any complaints relating to the use of the Site will be first directed towards the customer care team at the Company, which will make best efforts to resolve the issue. If the customer care team is unable to resolve the issue within 30 business days within receipt of the complaint to customer care, either you or the Company shall have the right to refer the dispute for arbitration. The arbitration shall be conducted by a single arbitrator to be appointed by the Company. The arbitration shall be held in English language, at Mumbai, in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or any statutory modification, amendment or replacement thereto. In the event of the death, inability, unavailability of the arbitrator for any reason, the Company shall have a right to appoint another arbitrator to replace the previous arbitrator.
GOVERNING LAW; VENUE & JURISDICTION
This Agreement shall be construed and interpreted in accordance with the laws of India and subject to the agreement to refer the disputes for arbitration, the courts and tribunals in Mumbai shall have exclusive jurisdiction in respect of any matter arising out of this Agreement. By accepting this Agreement, you unconditionally and irrevocably submit to and accepts the exclusive jurisdiction or courts and tribunals in Mumbai, and unconditionally and irrevocably waive any objection that you now have or may have in future regarding the choice of jurisdiction and shall not claim that it is an inconvenient forum.
You agree to indemnify and hold harmless the Company and/or its directors, officers, employees, agents or representatives from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by the Company in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit through the Site, or (ii) any misleading, false, or incomplete representations made by you, or (iii) your use of the Site in violation of this Agreement or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. The Company reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the Company.
SUBMISSIONS TO THE SITE
All questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), communicated to the Company through this Site will become and remain the property of the Company, and the Company is entitled to use any Submission for any purpose, without acknowledgement or compensation to the individual who has provided the Submission. The Company shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by the Company or as otherwise required by applicable law.
This Agreement is effective until terminated by the Company. The Company may terminate this Agreement at any time without notice, or suspend or terminate your access and use of the Site at any time, with or without cause, in the Company’ absolute discretion and without notice. You can stop using the Site or the Services at any time.
The sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Disputes, Governing Law, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Site, shall survive the termination of this Agreement.
Failure by the Company to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision in that or any other instance. A waiver shall be effective only if it is in writing and issued by any authorized person of the Company.
If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
MONITORING OF THE SITE
The Company has no obligation to monitor the Site. However, you acknowledge and agree that the Company has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.
This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering this Site and Content no distribution or solicitation is made by the Company to any person to use the Site or Content in jurisdictions where the provision of the Site and/or Content is prohibited by law.
If you have any questions, please visit our FAQ page for more information or write to us at firstname.lastname@example.org