GENERAL:

a) 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.

b) This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of the Website www.emiecommerce.com.

c) For the purpose of these Terms of Use (“Terms”), wherever the context so requires,

• The term ‘You’ ‘Your’ ‘User’ ‘Client’ ‘Customer’ & ‘Company’ shall mean any legal person or entity accessing, using the Products or Services provided on this Website, who is competent to enter into binding contracts, as per the provisions of the Indian Contract Act, 1872;

• The terms ‘We’, ‘Us’, ‘Our’ & ‘emiecommerce’ shall mean the Website and/or the Company, as the context so requires.

• The term ‘Services’ shall mean those Products and Services offered on the Website by the Company, including all the support and maintenance service that are to be offered by the company mentioned in the emiecommerce website.

• The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to the User and the Company individually and collectively, as the context so requires.

d) The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.

e) The use of the services in the website by the client is solely governed by these Terms as well as the Privacy Policy (“Policy”), available at Privacy Policy and any modifications or amendments made thereto by the Company from time to time, at its sole discretion. Visiting the home page of the Website and/or using any of the Products or Services provided on the Website shall be deemed to signify the client’s unequivocal acceptance of these Terms and the aforementioned Policy, and the client expressly agrees to be bound by the same. The client expressly agrees and acknowledges that the Terms and Policy is co-terminus, and that expiry/termination of either one will lead to the termination of the other.

f) The client unequivocally agrees that these Terms and the aforementioned Policy constitute a legally binding agreement between the client and the Company, and that the client shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any Service that is provided by the Website, and that the same shall be deemed to be incorporated into these Terms, and shall be treated as part and parcel of the same. The client acknowledges and agrees that no signature or express act is required to make these Terms and the Policy binding on the client, and that the client’s act of visiting the any part of the Website constitutes the client’s full and final acceptance of these Terms and the aforementioned Policy.

g) The Company reserves the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to the client, and the client expressly agrees that any such amendments or modifications shall come into effect immediately. The client has a duty to periodically check the terms and stay updated on its requirements. If the client continues to use the services of the website following such a change, the client will be deemed to have consented to any and all amendments / modifications made to the Terms. In so far as the client complies with these Terms, he/she/company is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to enter and use the Website.

ELIGIBILITY

The client represents and warrants that he/she/company is competent and eligible to enter into legally binding agreements and that he/she/company has the requisite authority to bind himself/herself to these Terms, as determined solely by the provisions of the Indian Contract Act, 1872. The client may not use this Website if he/she/company is not competent to contract under the Indian Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule or regulation currently in force. If You are a minor and wish to use the Website, You may do so through Your legal guardian.

REGISTRATION

You represent and warrant that you are at least 18 years of age, or the applicable age of majority in your geographic area, and that you have the legal ability, right and authority to be bound by, or bind your organization to, these Terms. You agree to provide us with current, complete and accurate registration information as prompted by our Services registration process (“Registration Data”). You agree not to omit or misrepresent any Registration Data, and you agree to update such data to ensure that such data is current, complete and accurate. You further authorize us to verify your Registration Data as required for your use of our Services.

LICENSE

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-assignable, worldwide, limited license to use our Services that you have ordered and paid for solely for the services you need in accordance with these Terms and the applicable Services documentation for the Term, unless earlier terminated. You may use our Services documentation solely in connection with your use of our Services. All rights not expressly granted to you in these Terms are reserved by emiecommerce and its licensors. All right, title and interest in and to the intellectual property rights in our Services and related documentation and any corrections, derivatives, enhancements, modifications, updates and upgrades to our Services and related documentation, including all intellectual property and other proprietary rights therein, belong solely and exclusively to emiecommerce and its licensors. Our Services may include certain third-party components and support services. For any components or services that you use, you agree to comply with the terms and conditions of such third-party providers.

SERVICES LEVEL

We will make commercially reasonable efforts to keep our Services operational 24 hours a day and seven days a week, except for planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least 48 hours prior notice, or for unplanned downtime caused by any circumstance beyond our control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks. Despite our efforts, our Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any such problems, interruptions, any ongoing obligation to offer our Services or any functionality, or any damages resulting therefrom. We reserve the right to modify, suspend or discontinue all or any part of our Services at any time for any reason without liability to you.

FEES

We will charge you a fee based on your account plan by charging your payment method in advance for the subscription term you have agreed following your account’s activation. Should you upgrade or downgrade your account plan, your payment method will be charged for your new billing rate. Your payment method will then be charged at your new billing rate for the new subscription term thereafter. All payment obligations are non-cancelable, and all amounts paid are non-refundable. We do not provide refunds or credits for less than 30 days of Services, or for a period when your account is open, but you do not use our Services.

The fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which you are responsible except for taxes imposed on emiecommerce’s income. You agree to pay or reimburse us for all such amounts upon demand or provide evidence of payment or exemption. We reserve the right to change our fees and billing methods upon 30-days’ notice. We will notify you of any fees changes by, for example, sending a message to the email address associated with your account, or posting on our Services or website. For existing contracts for which fees have been already received by us, we will implement the price changes during the next renewal period.

PAYMENT:

The Company accepts the following modes of payment:

• Domestic and international credit cards issued by banks and institutions that are part of the Visa, Rupay, Master card, Maestro& Amex Card;

• Visa Debit cards issued by domestic banks or International Banks and those which are acceptable;

• Net banking/Direct Debit payments from select banks in India and all over the world.

CLIENT DATA

We do not own any of your data, information and materials or the data, information and materials of you or your authorized users post or upload to our Services (“Client Data”). As between emiecommerce and you, you retain title to and ownership of all right, title and interest in your business data. By using our Services, you grant us a limited license to access, disclose, process, transmit and use your business data for performing our Services to you and for complying with these Terms. Following any expiration or termination of these Terms or your emiecommerce account, we will retain a copy of your business data for 30 days and after such 30-day period, we will have no obligation to maintain or provide access to your business data and will thereafter, unless legally prohibited, delete all your business data in our possession. You agree that you are solely responsible for exporting your Business Data prior to any such expiration or termination, and if you require assistance for exporting your business data following any such expiration or termination, you may be required to pay a separate fee to us.

We may use (but not disclose) data collected regarding your use of our Services for our internal business purposes, including for creating anonymized, aggregated and otherwise non-personal data. We may freely use and make available such anonymized, aggregated and otherwise non-personal data regarding the use of our Services for our business purposes. We will ensure that this anonymized, aggregated and otherwise non-personal data cannot identify you or your customers and can in no way be specifically associated to you or any of your customers.

CONFIDENTIALITY

We are committed to protecting the confidentiality of your Confidential Information (as defined below). The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these Terms, except as otherwise provided in a separate confidentiality agreement between emiecommerce and you. All confidentiality obligations shall remain in force and effect for the Term plus one year.

You or emiecommerce (the “Disclosing Party”) may from time to time during the Term disclose to the other (the “Receiving Party”) the Disclosing Party’s confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the “Confidential Information”). For clarity, your Registration Data and Business Data constitutes your Confidential Information, and our Services, Services documentation, intellectual property and pricing information constitutes our Confidential Information. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party’s Confidential Information in connection with performing these Terms (or as expressly authorized by the Disclosing Party in writing), and will disclose the Disclosing Party’s Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these Terms (or for other purposes as expressly authorized by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.

The Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information:

• was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party free from any obligation of confidence,

• was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions,

• is, or through no fault of the Receiving Party has become, generally available to the public

• was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party.

RESPONSIBILITIES

You are solely responsible for:

• Your authorized access and use of our Services and compliance with these Terms,

• maintaining the confidentiality of you and your business data information, financial data and other business miscellaneous data, and the privacy and security of your account,

• any monies due to you related to transactions that are processed through your payment gateways, merchant account providers or any payment processors that you utilize in connection with our Services, and

• all activities that occur regarding your account regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). We are not responsible for any alteration, compromise, corruption or loss of your Business Data, or any activity that arises from any access to, sharing or use of your account, log-in information, credentials or passwords, or your activities, except to the extent caused by our breach of these Terms.

• You agree to notify us immediately of any unauthorized access or use of your account, log-in information, credentials or passwords, or any unauthorized activity in your account.

• We have the right to suspend or terminate our Services, without notice to you, if we suspect any unauthorized activity. You agree to cooperate with us in any investigation into suspected or actual unauthorized activity. You also agree to comply with all applicable laws, rules and regulations in connection with your use of our Services, including data protection, privacy, data transmission and export control laws, rules and regulations.

CONDUCT

You agree as follows:

• You will not remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on our Services or the documentation, or add any other markings or notices to our Services or the documentation;

• You will not use our Services or permit our Services to be used to perform any billing or related services for any third party, or otherwise license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party our Services in any way;

• You will not post, upload or permit our Services to be used to post or upload any Customer Data that infringes the intellectual property rights or other proprietary rights of any third party, is unlawful or contains objectionable material or contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots;

• You will not use our Services or permit our Services to be used to store, host or send unsolicited email, spam or SMS messages;

• You will not use or permit the use of any software, hardware, application or process that interferes with our Services, interferes with or disrupts servers, systems or networks connected to our Services, or violates the regulations, policies or procedures of such servers, systems or networks, accesses or attempts to access another customer’s accounts, servers, systems or networks without authorization, or harasses or interferes with another customer’s use and enjoyment of our Services;

• You will not tamper with or breach the security of our Products or Services;

• You will not modify, port, adapt, translate or create any derivative work based upon, our Services or the documentation; and

• You will not reverse engineer, decompile, disassemble or otherwise derive or attempt to derive the source code of our Services, except for any non-waivable right to decompile any software in our Services expressly permitted by applicable mandatory law.

LIABILITY LIMITATION

Except for your misappropriation of intellectual property, in no event shall either party be liable for any direct, indirect, punitive, special, exemplary, incidental or consequential damages of any type or kind (including loss of business, goodwill, use or other economic advantage, business interruption, or any alteration, compromise, corruption or loss of customer data) arising out of, or in any way connected with our services, the documentation or use thereof or these terms, whether based on contract, tort or any other legal theory, even if advised of the possibility of such damages. if, notwithstanding this liability limitation, emiecommerce should have any liability to you or any third party for any damage, emiecommerce’s aggregate liability under these terms shall be limited to the fees paid and payable by you for our services for the six months immediately prior to the event giving rise to the claim for such damage. For clarity, the above limitations shall not limit your payment obligations to us for our services. No claim against emiecommerce may be brought more than one year after the facts giving rise to such claim have arisen. This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these Terms is found to have failed its essential purpose.

THIRD PARTY PRODUCTS AND SERVICES

Our Services may contain or may contain links to third party information, websites, products, services or resources that are not owned or controlled by us. We do not endorse any such third-party content. If you access or use such third-party content through our Services, you do so at your own risk. You agree that we have no responsibility arising from your access to or use of any such third-party information, websites, products, services or resources.

MARKETING

You agree that we may use your name and logo to identify you as an emiecommerce Client on our website or in other sales or marketing materials, provided that we will not issue any press release without your prior consent.

QUESTIONS AND SUGGESTIONS

If you have any questions or concerns regarding this privacy policy, you should contact us by sending an e-mail to  inquiry@scrutinysoft.com