“Paid Content” means any content uploaded by you under User Submission using the functionality of the Service(s) designated specifically for the uploading of content for sale, which includes, digital goods, physical products and/or services, such User Submission will be deemed as “Paid Content”.
“Services” means and includes, without limitation, use of the Website, any service Company performs for you.
“User”, “You/you”, “Your/your” means any person or entity, who browses, accesses or uses the Services provided on the Website.
“Use” or “Using” means to browse, access, view, copy, availing Services or other benefit from using the Website.
“User Submissions” means information or content posted by the User for using the Services or otherwise providing content, materials or information to Company or in connection with the Services.
“Website” means domain name “https://ideatree5.wpengine.com/”, owned and operated by ideaTree Private Limited a company incorporated under the Companies Act, (YEAR).
“We”, “Company”, “us” and “our” means ideaTree Private Limited and its affiliates, officers, employees, agents, partners and licensors.
Company does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Services. If you are under 13, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age of 13 may provide any personal information to Company or on the Services. In the event that we learn that we have collected personal information from a child under age of 13 without verification of parental consent, we will have the right to delete that information, with any intimation or notification. If you believe that we might have any information from or about a child under 13, please contact us at [email protected]
You represent and warrant to Company that: (i) you are an individual (i.e., not a corporation) who is at least 18 years old; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement or required Content of this Agreement shall be considered void, where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
The Services and its contents are intended solely for the personal, non-commercial use of Services by the users and may only be used in accordance with the terms of this Agreement. All materials displayed on the Website or during the performance of the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below)) are protected by copyright, owned by ideaTree. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services provided on the Website, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever, any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party rights.
The Services provided whether or not as a collective work and/or compilation, are protected pursuant to U.S. copyright laws, international conventions, and other intellectual property laws of the territory where the Services are performed. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.
You may not download or copy the Content (and other items displayed on the Services for download) for any unauthorized use. You shall not store any significant portion of any Content in any form, unless permitted under this Agreement. Copying or storing of any Content is expressly prohibited without prior written permission from Company or from the copyright holder identified in such Content’s copyright notice. In the event, you are linked to the Website, Company shall reserve the right to revoke your rights and link at any time, at Company’s sole discretion. Company reserves the right to provide consent for approving your request or rejecting your request for linking before or at the time of linking to the Website.
You will be considered the “Seller” with respect to the Paid Content. Paid Content may contain physical goods to be delivered by the Seller and/or any services which shall be or have been performed by the Seller in accordance with the Content displayed by the Seller and/or any digital goods provided by the Seller.
If you purchase Paid Content, comprising of the digital goods, of a Seller and pay the applicable fee, you will be deemed a “Buyer” with respect to that Paid Content and you will have (and the Seller is hereby granting you) only (a) the nonexclusive right to use that content internally for noncommercial purposes and (b) any other rights that the Seller may expressly grant in the Seller’s offer of such Paid Content. Except to the extent expressly granted in the Seller’s offer of such Paid Content, Buyer is not given any right to distribute or prepare derivative works or commercially use any Paid Content.
For clarity, (a) regardless of the terms “sale,” “Seller,” “Buyer”, a Buyer of Paid Content is obtaining only the rights specified above (and is not purchasing any intellectual property rights) and the Seller retains ownership of such Paid Content and the right to grant additional non-exclusive rights to others and (b) the Services provided are only a platform that facilitates the transaction between a Seller and a Buyer with respect to Paid Content, but Company is not and shall not be considered a party to such transaction and has no responsibility for such transaction or for the Paid Content or for any dispute between any Buyer and Seller.
You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content is originated and that Company will not be liable for any errors or omissions in any of the content, provided by the Seller or any other person. You understand that Company do not provide any guarantee on the identity of any other users (acting as or on behalf of Buyer) with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users or merchants or Sellers may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
Certain User Submissions may be offered as free content, for which no payment will be required.
You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.
You will not use the Services to sell any restricted items and activities, which includes, but is not limited to, the following:
i.Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media, escort or prostitution services)
ii.Alcohol or goods which includes Alcohol content or any other alcoholic beverages such as beer, liquor, wine, or champagne;
iii.Body parts which includes organs or other body parts
iv.Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam)
v.Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free
vi.Child pornography which includes pornographic materials involving minors
vii.Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection
viii.Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials
ix.Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
x.Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods
xi.Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
xii.Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
xiii.Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
xiv.Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related content
xv.Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles
xvi.Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property
xvii.Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts
xviii.Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
xix.Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred.
xx.Offensive goods, crime scene photos or items, such as personal belongings, associated with criminals
xxi.Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner
xxii.Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances
xxiii.Regulated goods which includes air bags, batteries containing mercury, Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides, postage meters, recalled items, slot machines, surveillance equipment, goods regulated by government or other agency specifications
xxiv.Securities which includes stocks, bonds, or related financial products
xxv.Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products
xxvi.Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products
xxvii.Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
xxviii.Wholesale currency which includes discounted currencies or currency exchanges
xxx.Matrix sites or sites using a matrix scheme approach
xxxiii.Overseas foreign exchange trading
xxxiv.Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of US
xxxv.Remote Access Technical Support
xxxix.Credit repair or protection or restoration
Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. 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 other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You understand and agree that Company shall have the sole right to decide whether you are in violation of any of the restrictions set forth in this Section, and shall have sole discretion regarding the course of action to take in connection therewith.
Company has no special relationship with you or any fiduciary duty towards you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Company makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. THE SERVICES, CONTENT, WEBSITE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM THE COMPANY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
As a condition to using some aspects of the Services, you may be required to register with Company and select a password and user name (“Company User ID”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; or (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password. If you access the Service through a third party site or service, you will provide your third party account credentials to Company, and you are consenting to have the information in those accounts transmitted into your Company account, and you agree that you shall only use accounts owned by you, and not by any other person or entity.
You will indemnify, defend and hold Company, its parents, subsidiaries, affiliates, officers, associates successors, assigns, licensors and employees, the Website or any of their respective officers, directors, employees, agents, vendors, licensors, representatives, advertisers, service providers, franchisers and Vendors harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from and against any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or due to any infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT OR FOR ANY LOSS OF PROFITS, REVENUES OR USE, OR THE LOSS OR CORRUPTION OF DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, STATUTORY OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY WHETHER LIABILITY ARISES FROM BREACH OF THIS AGREEMENT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), , STRICT LIABILITY OR OTHER LEGAL OPERATION OF LAW, EQUITABLE THEORY OR OTHERWISE. THE AGGREGATE LIABILITY OF COMPANY HEREUNDER WILL IN NO CASE EXCEED (I) THE LESSER OF $100 OR THE FEES PAID BY YOU THEREFOR DURING THE PRECEDING 12-MONTH PERIOD OF THE APPLICABLE CLAIM; (II) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. IN CONDITIONS WHERE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE MENTIONED LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Account holder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.
Company reserves the right to require payment of fees for certain or all Services, in addition to the fees charged for the purchase and sale of Paid Content. You shall pay all fees, as described on the Website in connection with such Services selected by you.
Company charges a fixed rate of commission (depending on the medium of instruments used) on of the sale price on each transaction between Buyer and Seller, which it deducts from the payment made by the Buyer. Company reserves the right to modify the commission amount from time to time. The Seller shall bear and be responsible for any applicable federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the subject matter hereunder, excluding taxes based upon Company’s net income; if there is any withholding required, the Seller will pay any amount specified on the Website without reduction for the withholding amount and will also pay the withholding amount to the applicable authorities.
Payments to the seller shall be paid out by Company, subject to a minimum account balance in the Seller’s account and provided that the Seller has mentioned his correct account details on the ‘settings’ page.
Company reserves the right to change pricing and payment policies and to institute new charges at any time, upon notice to seller, which may be sent by email or posted on the Website.
A Buyer may submit a claim for a dispute / refund for a purchase made on ideaTree by creating a case with the Seller. The Buyer should provide clear and specific reason for the dispute / refund request and the exact terms that have been violated to the Seller.
A transaction may be reversed or charged back to your account if it is disputed by the buyer, reversed for any reason by the Network, deemed to be fraudulent, deemed to be in violation of this Agreement, or we have any reason to believe that the transaction was not completed in good faith.
For any transaction that results in a chargeback, the Company may withhold the transaction amount from your account. If your account has any pending resolution of any chargebacks, the Company has the discretion to delay your next payout(s). The Company reserves the right to withhold from your account the amount of one or more transactions if it believes that there is a significantly increased risk of a chargeback occurring on these transactions. The Company may also charge you a fee for each refund, or chargeback, or dispute incurred.
If your account is incurring a significantly high volume of chargebacks according to the Company, the Company reserves the right to (a) suspend your account, (b) increase processing fees, (c) withhold payouts, (d) increase holding period for your funds to be paid out, (e) implement a rolling reserve.
The company reserves the right to charge a “Penalty fee” from the Users for abusing the platform, towards the charges incurred for the investigation, operational handling and legal consultation charges.
10 (A) Audit Rights:
The Company reserves the right to investigate and verify the authenticity of the information shared by the Seller to the Company or the Buyer, with regards to the business model, purpose of payments, and/or Transactions that the Company considers suspicious or fraudulent in nature, anytime. Any representative of the the Company may contact the Buyers or the Issuer Bank of Buyers (whose card or net-banking was used to make the payment) directly to verify the details provided by the Seller.
For such investigations, Sellers are required to co-operate in the investigation process and provide Self Attested KYC documents, required “License” to sell / collect payments for such products / services, “Invoices” , “Proof of Delivery” , “Buyers Details”, “Card Holder Details (whose card or net-banking was used to make the payment)” , and “Authorisation Mail” from the Buyers / Card holders (whose card or net-banking was used to make the payment), or any other document to the Company on demand.
The Company reserves the rights to withhold Payouts of the Seller completely or partially till such investigation is completed to the satisfaction of the Company. If the Seller does not co-operate in such investigations, the Company may terminate the Seller’s account in accordance to the Company’s “Termination & Suspension” Policies and refer the account to Cyber Crime Division, Computer Emergency Response Team, Economic Offenses Wing, Financial Intelligence Unit and any other appropriate regulatory body that the Company may deem fit for further investigation.
The Services may contain links to third party websites or services (“Third Party Services”) that are not owned or controlled by Company, or the Services may be accessible by logging in through a Third Party Service. When you access Third Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agreed to be bound by all applicable policies of any Third Party Services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Service. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Company may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. On termination of your account, the Company has the right to refund your transactions, or keep your funds on hold for a period of 90 to 180 days from the date of termination post which such amount shall be released to your account or any such account as directed, in accordance with the then applicable laws. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Company, upon obtaining knowledge by itself or been brought to actual knowledge by an affected person or user in writing or through email signed with electronic signature about any such information which is not authorized to be displayed while using the Services, including, not limited to, the details as provided in the above mentioned Section 3, Company shall act within thirty six hours or at the time Company is aware of such information being posted and where applicable, work with user or owner of such information to disable such information that is in contravention and not authorized to be displayed on the Website or in the Services provided. Further the Company shall preserve such information and associated records for at least ninety days or for any number days, for investigation purposes. Post internal investigation(s), if any, conducted by the Company and post ceasing the right(s) of the Seller or the User or any other relevant party to access or use the Services, Website, and any Content, Company reserves the right to disclose any and all information to the relevant governmental authorities, for any further actions to be taken under the law. Company reserves the right to take any such action, on any suspicious and/or reasonable ground(s).
12 (A) Termination in the event of misrepresentation of business model, products and/or services:
In case the Company receives considerable amount of Buyer complaints or dispute cases on Resolution Center or Chargeback or by any other means, Company becomes aware of the fact that the Seller has misrepresented their business activities/ product / services or has used Company’s Services or the platform provided to collect payments for purposes other than what was disclosed to Company, Company reserves the right to Suspend or Terminate the Seller’s account permanently and refund the transactions to the Buyer’s to the instrument through which the payment was made or received by the Company.
In case the amount not released to the Seller is more than the refund amount or amount to be refunded to the Buyer, the Seller is required to make necessary payments to Company to execute the refunds. Failing to recover the refunds paid to the Buyer or to be paid to the Buyer, Company reserves the right to make all reasonable collection efforts and/or file a law suit or complaint or take any legal recourse available to the Company, against the Seller or any of the Seller’s representatives, as per the details provided by the Seller to Company.
In an event, where Company is unable to provide refund to the Buyers for the transaction(s), for the reasons which includes, without limitation, ascertaining the actual payers, Company reserves the rights to take appropriate legal actions and report the matter to law enforcement agencies such as Cyber Crime Division, Computer Emergency Response Team, Economic Offenses Wing, Financial Intelligence Unit and any other appropriate regulatory body and shall continue to withhold the amount in its accounts or deposit or transfer the amount to the concerned account(s), as directed by the competent regulatory authority.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without any consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.
Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. You and Company agree there are no third party beneficiaries intended under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Mumbai, India in accordance with the regulations of the Court of Arbitration of the International Chamber of Commerce (“ICC”) by one or more arbitrator(s) appointed in accordance with those regulations. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief at any time. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Bangalore, India.
Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is Company’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
It is Company’s policy:
If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:
If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.
If you have any questions, complaints, or claims with respect to the Services, you may contact us at contactus at ideaTree.com. Our physical address is mentioned at ideaTree.com/contact/.