1. ACCEPTANCE OF TERMS
Org acknowledges that these terms and conditions constitute a contract between the Org and FG, even though it is electronic and is not physically signed by You on behalf of Org and FG (the “Agreement”). Org further acknowledges that these terms and this Agreement govern its use of the Service, except for written addendums signed by the Parties that specifically modify these Terms or any modifications of this Agreement as communicated by FG to the Org, these Terms supersede any other agreements between the Org and FG.
2.1 “Service” means an online and/or offline electronic platform provided by FG for Limit Creation/ Assessment, Document Collection and Disbursement of fund by the Lender registered with FG of non-disputed invoices raised by the Org for the Buyer. The Service includes any future modifications or changes to the Service.
2.2 a) Once the Org registers with FG after accepting these terms and conditions he creates a unique user name and password which authorizes the Org or its authorized persons access to the Services. FG may any time to enhance security provide any additional codes or logins to the Orgs to access the Services (user names, passwords and codes are collectively referred to as “Login Ids”). With respect to Login Ids:
a) It is the responsibility of the Org to keep these Login Ids confidential.
b) Org shall be solely responsible for any activity which takes places under its Login Ids, the Org shall immediately notify FG in case of any unauthorized use of its Login Ids and the FG shall take steps as it deems appropriate to limit the effects of such unauthorized breach and the Org shall take all steps as directed by FG in such situation.
c) Org shall not sell, trade or otherwise transfer its Login Ids or account to another party.
2.2 b) Once the Org logs in the Service the Service shall display eligible undisputed invoices raised by the Org which are pending with the Buyer. The invoices are selected and displayed by the Service for Disbursement through software developed by FG based on the available cash allocated by the Buyer for pre-payment of pending undisputed invoices.
2.2 c) The Org acknowledges that it may have to submit certain documents to the Buyer or to FG for tax and other compliances and unless these documents are submitted within the specified time the pre-payment cannot be made.
2.3 The Service is intended to enable and facilitate transparent transactions between the Org and Lender as principals and FG does not act for or represent in any manner whatsoever either the Lender or the Org. FG through the Website and the Services merely provides a platform to facilitate such transaction.
Org should keep in mind the following:
a) FG is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transaction, agreement or arrangement concluded between the Org, Lender and Buyer using the Service.
b) FG is not liable to pay or ensure payment of any sums to Org FROM THE BUYER as agreed between THE Buyer and THE Org BY VIRTUE OF USE OF THE SERVICE.
c) FG does not control the quality, safety, legality, validity or availability of any information or services accessed by the Orgs through the Services.
d) FG is not responsible for contractual and commercial terms and conditions between the Buyer and the Org and of compliance of such terms under which the services or goods were supplied by the Org to the Buyer. Under no circumstances shall FG in any manner obtain an interest in, or otherwise be deemed to be within the chain of title of, any information, goods, and/or related services accessed of the Org by the Buyer.
e) The Org shall raise any issues regarding the arrangement or understanding it has reached with the Buyer using the Service solely with the relevant Buyer and the FG shall not be responsible or liable in any manner for any acts or omissions by the Buyers.
2.4 The Org shall be notified of its invoices put up for disbursement by the Service and the Org shall have to accept the Disbursement Request Form via OTP (One Time Password) to submit the Disbursement Request.
a) For each Disbursement, Org may be presented with the terms and conditions imposed by the Lender. Org will only be allowed to participate if it accepts the terms set by the Lender.
d) Org acknowledges that in connection with Disbursement, FG only provides a platform and certain administrative services on behalf of Lender.
e) If Org experiences any difficulty or error during using FG Software, it must notify FG immediately, or else it waives any objection or claim relating to such difficulty or error.
7. INTELLECTUAL PROPERTY RIGHTS &OWNERSHIP
a) FG owns and controls all Intellectual Property Rights in the Service or any element thereof whether registered or unregistered including with respect to the software and code used for providing Service. All rights, title and interest in and to the Service and its components, including all related Intellectual Property Rights, will remain with and belong exclusively to FG and its third-party licensors. The rights granted to Org to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Intellectual Property Rights mean any copyrights, patents, inventions, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or any other proprietary rights.
b) Org owns the information that it provides to FG during account registration or while it avails or uses the Service including any commercial information with respect to a specific transaction. With respect to this information Org grants FG a nonexclusive, revocable, worldwide, perpetual, fully paid up and royalty-free right to use this information solely for the purposes of providing Service and or to modify and improve the Service. This information shall not be used for any other purpose. If all or part of any such information becomes the subject of an actual or threatened lawsuit or if FG believes such Content may violate a third party’s Intellectual Property Rights or applicable law, FG will immediately be entitled to remove such information or materials without incurring any liability to the Org or any third party.
c) FG shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from Org. FG and FG’s other product and service names, and logos used or displayed on the Service or on the Website are registered or unregistered trademarks of FG (collectively, “Marks”), and the Org may only use such Marks to identify itself as a customer and user of the Service; provided Org does not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent FG, its services or products.
d) Org hereby grants a limited, non-transferable license to FG for FG to use the Org’s name, logos and trademarks to identify the Org as a user of the Website and the Services for FG’s marketing and public relations purposes, including marketing materials, advertisements, customer lists, press releases, presentations, and publications during the term of this Agreement. FG must obtain the Org’s prior written consent for any other uses of Org’s name, logos, and trademarks, such consent not to be unreasonably withheld or delayed.
e) Upon subscribing to the Service and upon the condition that Org shall comply with all of its obligations under this Agreement, FG grants Org a non-exclusive, non-transferable, revocable license to access and use the Service and the Website, strictly in accordance with this Agreement and subject to all the limitations set forth in this Agreement.
8. TERM & TERMINATION
a) The Term of this Agreement is effective from the date when you on behalf of the Org accept the these terms and conditions.
b) The Term subsists till FG provides the Service or either Party terminates this Agreement.
c) Org may terminate this Agreement by giving 14 days written notice. FG may terminate the agreement by disabling access and removing Org’s invoices from the system for breach of any terms of this Agreement as may be modified from time to time or for any reason at its discretion at any time.
d) In case of termination FG shall disable access to the Org and the Org shall not access the Service. All terms and obligations of either Party which survive the termination by their very nature including but not limited to obligations related to Intellectual Property & Ownership, Indemnity, Limitation of Liability, Governing law & jurisdiction, Warranty and Disclaimer shall survive the termination.
9. DISCLAIMER OF WARRANTIES
a) THE SERVICE, INCLUDING THE WEBSITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND FG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b) FG DOES NOT AND CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF SERVICE OR WITH REPSECT TO ANY INFORMATION TRANSMITTED, DELIVERED OR RECEIVED BY USE OF THE SERVICE RESTS SOLELY WITH THE ORG AND FG DOES NOT MAKE ANY CLAIM WITH RESPECT TO THE SAME.
b) FG DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT OR MATERIALS FROM OR ANY INFORMATION OR CONTENT RELATED TO THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE OR THE SERVICE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE WEBSITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
c) YOU ACKNOWLEDGE THAT FG DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM FG OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. FG DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SERVICE OR ANY OF ITS COMPONENTS INCLUDING THE WEBSITE OR THE SOFTWARE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, FG DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, 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, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE WEBSITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. Under no circumstances will FG be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Website or the Service, or any interactions between users of the Website or the Service, whether online or offline.
d) FG provides the platform for the Service. FG does not control the information exchange between Buyers and Orgs and FG does not guarantee or confirm the genuineness of such information. FG is not responsible for the information provided by the Buyers and Orgs to each other or to FG. Furthermore, FG is not responsible for any false or untrue information provided or exchanged between the Buyers and Orgs using the Service to each other. Further, FG is not responsible or liable in any manner for any 3rd party applications, software, viruses, etc. that are uploaded or posted on the Website or the Service or any component of the Service, caused by users of the Website, or that are related to the use of the Service by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized in the Website or the Service.
Org represents and warrants that
(i) You or any other person accessing the Service on Org’s behalf has the authority to act on behalf of the Org;
(ii) it is duly organized, validly existing under the applicable law;
(iii) it has the power and authority to execute, deliver and perform under this Agreement; and
(iv) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
(v) all information or other materials submitted by the Org to FG hereunder :
a) complies with this Agreement and all applicable laws of India
b) do not infringes in any third party Intellectual Property Rights or trade secret; or
c) do not affect any confidentiality obligations
d) contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
11.LIMITATION OF LIABILITY OF FG
a) IN NO EVENT SHALL FG, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR ORGS BE LIABLE TO THE ORG OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL DAMAGES CAUSED TO THE ORG DUE TO USE OF SERVICE OR THE WEBSITEUNDER THIS AGREEMENT EVEN IF FG HAS BEEN ADVISED OF POSSIBILITY OF SUCH LOSS OR DAMAGE.
b) FG’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS, AND PARTNERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO INR 5000.
c) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN INDIA.
a) In providing Services to the Org FG shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Org’s Data.
d) Information (but not Your Data) about the processing capabilities of the Website and the Services, the technology or interface features of the Services, and the notices and updates sent by FG to the Org are proprietary and confidential information of FG and the Org hereby agrees not to share such information with third parties or use such information except to use the Services.
13. RELATIONSHIP OF PARTIES
Nothing in this Agreement or Org’s use of the Services shall in any way constitute any agency, association, partnership, joint venture or employee-employer relationship between Org and FG. Org shall not have any right, power or authority to make any representation or to assume or create any obligation, whether express or implied, on behalf of the other, or to bind FG in any manner.
It is clarified that the Parties agreement that FG has no indemnity or other obligation to the Org and such indemnification obligations are hereby expressly excluded and disclaimed.
14. YOUR INDEMNITY
You agree to indemnify and hold FG and its affiliates harmless, to the extent permit-ted by applicable law, from all loss and expenses, including reasonable attorney’s fees, which are based on or arise from Your violation of any of the provisions of this Agreement or otherwise is related to the Org’s use of the Services.
15. OPERATION OF SERVICE
FG reserves the right to modify, suspend, discontinue or restrict access to any portion Website, and/or the Services at any time without notice and for any reason and will not be liable to the Org in any way for possible consequences of the aforesaid.
16. AMENDMENTS OF TERMS AND CONDITIONS
FG may change, amend or modify any of these terms or conditions, at any time and in FG’s sole discretion. Changes will be notified by posting a change notice on the Website that is visible when users log-on for the first time after a change has been made and by e-mail to the Org. All such modifications shall have effect Fifteen (15) days after notice, unless indicated otherwise. If you do not consent to any changes in these terms and conditions you must terminate this Agreement pursuant in accordance with this Agreement. Your continued use of the Website and Services will be subject to the then current terms applicable to the Website.
In the event that any provision of these terms and conditions is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or if incapable of such enforcement shall be deemed to be deleted from these terms and conditions, while the remainder of this these terms and conditions shall continue in full force and remain in effect.
18. GOVERNING LAW AND DISPUTES
These terms and conditions are governed by and construed in accordance with the laws India without regard to any conflict of law principles. Any dispute arising out of or in connection with these terms and conditions or the use of the Services shall be settled by the courts of New Delhi, India.
19. FORCE MAJEURE
Neither party will be liable for failure or delay in performing any of its obligations if such failure or delay is due to circumstances beyond the party’s reasonable control, including, without limitation, accident, war, acts of God or any governmental body, failure of software, hardware or equipment of third-parties. This section does not apply to Org’s obligations to make any payments when due.
Any Notice to FG under this Agreement may be delivered to following address:
Insert Address: FinAGG Technologies Private Limited, C-193 Anand Vihar, New Delhi 110092
21. INTELLECTUAL PROPERTY INFRINGEMENT
a) FG respects the Intellectual Property Rights of others and expects its Users to do the same. In particular, if you are a copyright owner or an agent thereof and believe that any content on the Website infringes upon your copyrights, you may submit a notification of the same to email@example.com with the following information in writing:
A physical or digital signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site is covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith in belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
In case of a conflict in Terms, the decision of FG shall be final and concluding, and you irrevocably withdraw your right to make any claim or demur on this ground.
b) Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the “fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney. In addition, you may wish to consult publicly available reference materials such as those found at www.chillingeffects.org.
c) FG’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
FinAGG, C-193 Anand Vihar, New Delhi 110092, India. Email: firstname.lastname@example.org