THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (DEFINED BELOW) AND ELEVE MEDIA PRIVATE LIMITED, A COMPANY INCORPORATED UNDER COMPANIES ACT, 2013 HAVING ITS REGISTERED OFFICE AT S 06, STAR CITY MALL, MAYUR VIHAR PHASE 1, NEW DELHI - 110092 ("ELEVE").
THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM OR BY MEANS OF AN ELECTRONIC RECORD) AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND ELEVE FOR THE USE OF SINGLE-SIGN-ON SERVICES (DEFINED BELOW).
THIS DOCUMENT IS PUBLISHED AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 UNDER INFORMATION TECHNOLOGY ACT, 2000.
By accessing Website or Mobile Applications, for registering or for using our Services, You are agreeing to the Terms and Conditions set out below and will be bound by them. Unless the context requires otherwise the terms defined shall have the same meaning attributed to them in these Terms and Conditions:
By agreeing to these Terms and Conditions, You represent the following:
All references in this Terms and Conditions to "You" or "Your" shall refer to the users or Customer of Website or Merchant site(s). All references in this Terms and Conditions to "We," "Us," or "Our" shall refer to ELEVE.
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
The application …………….. name ……………..(hereinafter referred to as "Application") is owned by Eleve Media Private Limited a company incorporated under the Companies Act, 1956 with its registered office at …………………………………………………….(hereinafter referred to as "Eleve").
Eleve has developed a web-based service available through various websites (each a “Site”) and applications (each, an “Application”) operated and provided by and on behalf of Eleve (such service, together with each Site and Application, together, the “Platform”). The Platform enables content creators (“Influencers”) to, among other things, engage with advertisers, marketers or their agents (collectively, “Marketers”) for the creation and distribution of content created by Influencers (“Assignments”).
Unless You later enter into any the other agreements with Eleve regarding the Platform or Content, this Agreement is the complete and exclusive agreement between You and Eleve regarding Your access to and use of the Platform and Content. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Eleve relating to Your use of the Platform and Content (but excluding other agreements You may have entered into with Eleve regarding your creation of Assignments (a “Principal Influencer Agreement”). In the event of any conflict between the terms of Your Principal Influencer Agreement and this Agreement, the terms of this Agreement will control.
IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, Eleve IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR CONTENT and YOU MUST NOT ACCESS OR USE THE PLATFORM OR CONTENT. IF YOU ACCESS OR USE THE PLATFORM OR CONTENT, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.
1. Membership Eligibility
Use of the Application is available only to persons who can form legally binding contracts under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Application. If you are a minor i.e. under the age of 18 years, you shall not register as a User of the Eleve application and shall not proceed on or use the application. As a minor if you wish to use or transact on application, such use or transaction may be made by your legal guardian or parents on the application. Eleve reserves the right to terminate your membership and / or refuse to provide you with access to the application if it is brought to Eleve's notice or if it is discovered that you are under the age of 18 years.
2. Your Account and Registration Obligations
3. Terms Subject to Change
These End User Terms may be subject to change from time to time, and you are bound by the End User Terms in effect at the time you access the Services. If there is a material change to these End User Terms, we will notify you here by indicating a new effective date at the top of this page. We encourage you to refer to these End User Terms on an ongoing basis.
When You use the application or send emails or other data, information or communication to us, You agree and understand that You are communicating with Us through electronic records and You consent to receive communications via electronic records from Us periodically and as and when required. We may communicate with you by email or by such other mode of communication, electronic or otherwise.
5. Platform for Transaction and Communication
The Application is a platform that Users utilize to meet and interact with one another for their transactions. Eleve is not and cannot be a party to or control in any manner any transaction between the Application Users.
6. Access to Services.
We grant you the right to use the Services for personal, non-commercial use only, subject to your compliance with these End User Terms.
7. Rules for Use
You may not, and you may not permit any third party to do any of the following:
8. Availability of Services.
We reserve the right, at our sole discretion, to modify, update, suspend or discontinue the Services at any time without notice.
This Agreement may be terminated by either party at any time, in that party’s sole discretion. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Platform and all Content; (3) You will immediately delete any Applications downloaded or installed prior to termination; and (4) Eleve may delete Your Account and any of Your Assignments held by Eleve at any time. Sections 1 (Definitions), 6 (Termination), 9 (Ownership), 10 (Warranties and Disclaimer), 11 (Indemnity), 12 (Limitation on Liability), 13 (Data Privacy), 15 (Governing Law and Venue) and 16 (Additional Terms) will survive any expiration or termination of this Agreement.
Without limiting Eleve’s right to terminate this Agreement, Eleve may also suspend Your access to Your Account and the Platform or Content (including Your Assignments), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Eleve to be inappropriate or detrimental to the Platform, Eleve, or any other Marketer or Influencer.
12. Platform Technology
The Platform, and the databases, software, hardware and other technology used by or on behalf of Eleve to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Eleve. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
a. Ownership of Services and Technology
Eleve and its suppliers retain all right, title and interest in and to the Services including but not limited to copyright, trademark, patent or other intellectual property rights, all related and underlying software, interfaces, databases and technology. Eleve expressly retains all rights not expressly granted to you hereunder.
b. Ownership of Content
You retain any and all ownership rights in your Content that you generate through your use of the Services. However, by submitting Content through your use of the Services, you expressly grant to Eleve a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, fully transferable, right to sublicense (and to allow others to sublicense), reproduce, use, copy, display, modify, and create derivative works of the Content in our sole discretion, for any purpose, without compensation of any kind. You attest that any Content you submit through your use of the Services is yours and does not violate the patent, trademark, copyright or other intellectual property or proprietary rights of another.
c. Ownership of Feedback
We welcome any feedback including comments and suggestions about your use of the Services that you are willing to share with us ("Feedback"). Any Feedback you submit will be owned by Eleve and we may perpetually, irrevocably and without limit, use, copy, display, modify, and create derivative works of Feedback in our sole discretion, for any purpose, without compensation of any kind. For clarity, "Feedback" is not considered "Content" for the purposes of these End User Terms.
The Eleve name, logo and all product and service names associated with the Platform and Content are trademarks of Eleve and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
14. No Endorsement
Eleve solely and exclusively facilitates the sharing of Content through various channels, and we do not endorse or otherwise share the opinions or views of you or any other End User, or the companies that own or provide the products or services being reviewed.
15. Warranties and Disclaimer
Each party hereby represents and warrants that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on behalf of such party; and (3) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM, CONTENT and TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” and ELEVE AND ITS providers EXPRESSLY DISCLAIM, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO the SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title or non-infringement. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ELEVE, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES expressly SET FORTH IN THIS SECTION.
You hereby agree to indemnify, defend, and hold harmless Eleve and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Platform, Content or Technology, any Assignments You provide to the Platform, and any breach by You of this Agreement. Eleve will provide You with notice of any such claim or allegation, and Eleve will have the right to participate in the defense of any such claim at its expense.
17. Limitation on Liability
Eleve will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT OR SERVICES, EVEN IF ELEVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. ELEVE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND all SERVICES provided under this agreement, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ………………...(Amount) You agree THAT ELEVE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ELEVE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Data Privacy
19. Claims of Infringement
Eleve respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to: Eleve Media Private Limited. ,,,,,,,,,,,,,,,,,,,,,,,,,,,, …………………… ………………. Please provide the following information to Eleve’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
20. Governing Laws and Venue
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws as applicable on the time being in India, as such laws apply to contracts as per the Indian Contract Act 1872 between the parties. Each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a Apex court in Gurgaon, Haryana or any other jurisdiction as applicable and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Eleve.
21. NO WARRANTY
THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. ELEVE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING QUALITY, ACCURACY, SAFETY, OR SECURITY OF THE SITE AND/OR THE SERVICES. ELEVE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IF YOU ARE DISSATISFIED WITH THE SERVICES IN ANY WAY, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF OR ACCESS TO THE SITE AND/OR SERVICES.
These End User Terms are specific to you and are not assignable, sub licensable, or otherwise transferable without our prior written consent. Eleve may freely assign, transfer or delegate any rights or obligations hereunder to any third party. Any attempted assignment or transfer in violation of this provision will be void.
22.2 Entire Agreement and Severability
22.3 Governing Law
These End User Terms shall be governed by the laws of the Gurgaon Jurisdiction and Haryana without regard to conflicts of laws provisions thereof.
22.4 No Waiver
Failure by Eleve to enforce a provision of these End User Terms shall not be deemed a waiver of any other provision. A waiver will not be effective unless expressly stated in writing and signed by Eleve.
22.5 Relationship of Parties
No relationship of partnership, joint venture, employment, or agency is created as a result of these End User Terms. Neither party has the power to bind or otherwise incur obligations on behalf of the other.
"Confidential Information" shall mean any and all information in the broadest sense in whatever form or medium, (including but not limited to documentary, electronic or oral information), which is disclosed by or relates to either Eleve, or any Eleve Affiliate, (“Discloser”) and is received or obtained by the other Party (“Recipient”) for the Purpose(s) stated in this Agreement or otherwise. Such information includes, but is not limited to, all information which relates to past, present, and future research, development and business activities of the Discloser, and the systems, procedures, algorithms, and data (including those contained in either Party's electronic databases) which are related to these activities, information related to the operations, planning, control, design and marketing of the Discloser's business interests and products, any information which affects publicly held securities, any other information about its business affairs which the Discloser deems to be confidential and/or proprietary, the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations, and any information or analysis derived from Confidential Information. Highly Sensitive Information is included within Confidential Information. For the purposes of this definition the term “Confidential Information” shall include confidential information of Eleve’s Affiliates. Either party is confined to disclose information on any considerations by either of the parties or disclose either party names to any individual/organization not involved in the transaction. Either of the parties cannot disclose any information regarding any business procedures, documents, algorithms and data.
“Eleve Affiliate” shall mean; Any legal entity directly or indirectly controlled by Eleve, other than Eleve, where owning fifty percent (50%) or more of the stock, equity or property of such legal entity, or having the right to appoint fifty percent (50%) or more of the members or owner representatives of such legal entity are examples of forms of control; (ii) A firm, undertaking, joint venture, association, partnership, or other form of business organisation in or through which either an entity described in (i) above or Eleve directly or indirectly performs as a designated operator or exercises control (directly or indirectly) regarding the management or operations of such entity and in which it directly or indirectly has an ownership, production sharing, or other economic interest.
“Highly Sensitive Information” shall mean information designated as such in writing by the Discloser at the time of disclosure.
“Representative” shall mean employees, agents, officers, contractors, advisers and other representatives of the Recipient and, where the Recipient is Eleve Affiliates.