These Terms, as updated or modified from time to time, constitute a binding agreement between You and Company and shall govern the relationship between You and Company with respect to access to Platform and Services. You must read, understand and agree to, and be bound by, the Terms for accessing the Platform and Services. You must not access the Platform or Services, in any manner, in case You do not expressly accept these Terms in its entirety.
1.1. These Terms govern the relationship between You and Company with respect to Your access to the website “www.lostalittle.com” and its associated mobile-based web applications (hereinafter collectively referred to as the “Platform”), where such Platform is a proprietary platform owned by Company, and whereby counseling services and listener sessions (hereinafter “Services”) are offered and provided to the User by connecting the User with the registered counsellors and emotional-wellness experts (“Counsellor(s)”). The Services shall include all the services and offerings as may be offered by the Company on the Platform.
2.1. To access the Services, You must apply on the Platform for registration as a registered member (“Membership”) of the Platform. The process of registration may be found at the relevant section for the purpose on the Platform.
2.3. Without prejudice to the foregoing, the Membership and access to Services shall only be allowed to any person above the age of 18 years, and only where such person is competent to contract under the Indian Contract Act, 1872 and other applicable laws. The Company reserves the right to verify Your competence to contact, resulting in You being the registered member on the Platform and accessing the Services, by requesting for specified documentary proof in this behalf, and shall also reserve the right to impose a ban in the event any documentary proof is found to be false.
2.4. You agree that Your Membership shall be guided by the registration process stated within the relevant section on the Platform and for the purpose, You may be required to submit certain specified personal information, which while submitting You must undertake the same to be true, correct, updated and complete. The Company shall not acknowledge Your Membership request in case You fail to submit any of such personal information. Further, You agree to communicate to the Company of any subsequent change or update in any personal information so submitted by way of modifying such information within the relevant section your account on the Platform, or by contacting the Company at email@example.com.
2.5. Notwithstanding, any person requesting Membership shall, at all times, be bound by the applicable laws in India and in the jurisdiction in which such person is situated. The Company shall not be liable, in any manner, towards violation of any such applicable laws by the person requesting Membership. Neither Company, nor any Counsellor or any other third-party providing any content or service on the Platform, nor their affiliates or related agents shall be responsible and liable for any direct or indirect, incidental or consequential, injuries or damages that can arise as a result of the use of, or inability to use, the Platform or Services by any person who is incompetent to contract under the applicable laws.
2.6. You acknowledge and agree that We are not obligated to cross-check or verify any of Your information submitted and hence, We do not take any responsibility for any consequences or outcomes that may result from You providing false, incorrect, incomplete, concealed or irrelevant information to Us. Therefore, You are required to provide Us with complete and authentic information to the best of Your knowledge to access Our Platform and Services. Also, You should not be a politically exposed person or convicted of any crimes. You should not be on the UN sanction list/ work for UN sanction list.
3. ACCOUNT OPERATIONS
3.1. By successfully completing Your registration for Membership on the Platform in accordance with the specified guided registration process, You shall be registering your phone number and creating Your unique login name and password, which shall form the mandatory submission by You every time You intend to access the Services, and to prove Your identity, vis-a-vis, the Platform.
3.2. In case any information or document submitted by You during the process of registration for Membership is found to be false, Your registration along with Your account associated with such registration may be suspended or terminated by Us, at Our discretion, without any prior notice. We shall not be liable towards, or be obligated towards, in any manner, for any loss incurred to You owing to account so suspended or terminated.
3.3. You acknowledge and agree that the Company may require You to re-verify Your credentials by re-submission of specific documents and information on a periodical basis.
3.4. You must register Yourself only once with correct credentials, and shall not make more than one account on the Platform, that is to say, You shall access the Services only through one Membership account. You are also prohibited from using Membership account of someone else to access the Services. In the event, You are found to be accessing the Services through someone else’s Membership account, You may be barred by Us, for present and future, from accessing the Services, and also, We may, at Our discretion, terminate all the accounts associated with You or such other person without any prior notice. Further, You shall solely be responsible for any damage or loss incurred to any such third-person whose Membership account may be used to access the Services.
3.5. By registering Yourself and by accessing the Services, You hereby agree to not share or distribute Your password and/or other account information to any third-person, that is to say, only You shall be authorized to access Your Membership account and the Services. We shall not be responsible for any loss or damage that may occur to You owing to such sharing of password and other account information. You shall solely be responsible for all the activities on the Platform through Your Membership account. You understand and agree that We shall not incur any liability resulting from You providing any information to any third-person which may result in Your account on the Platform being exposed or misused by any such other person or any other harm or loss being suffered by You.
3.6. You undertake not to impersonate another person, or user of Our Platform, or attempt to get a password or any other account information not belonging to You for accessing Our Services. In the event, We have reasonable grounds to believe that You have violated Your undertaking herein in any manner, We may initiate appropriate legal proceedings against You along with notifying the relevant regulatory or law enforcement authorities where appropriate, apart from suspending or terminating Your privileges on the Platform. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
4.1. The Company offers its Services on the Platform on a subscription basis, whereby, to access the Services, You, as a registered member on the Platform, may be required to pay specified charges (“Charges”) for each subscription period to access the Services.
4.2. The rules, guidelines, policies, terms and conditions of Services to be offered by the Company, including limits with respect to duration of counseling sessions with the Counsellors as part of Services, shall be duly be stated on the Platform. It shall solely be Your responsibility to look for such rules, guidelines, policies, terms and conditions on the Platform, and to read and understand the same, before making any payment towards Charges. Any payment towards Charges shall mean that You have duly read, understood and agreed to rules, guidelines, policies, terms and conditions.
4.3. The payment of Charges shall enable You to access the Services and reserve counseling sessions with the Counsellors for a specified duration of time, and for a specified limited number of times. Subject to other rules, guidelines, policies, terms and conditions, the counseling sessions may be conducted either as a telephone call, or a call over the internet and/or any other audio/visual mechanism, as may be decided by the Company and pre-notified to the User.
4.4 Your subscription may allow You to reserve the counseling sessions within a specified time-frame, that is to say, before a specified expiry date, whereby in case You fail to reserve any counseling session before such expiry date, the right to reserve such counseling session shall be deemed to have been lapsed and waived by You. You agree that upon such lapse, the Company shall not be obligated to refund, repay or adjust in any manner any Charges paid by You.
4.5. You agree that the Company has a strict no-refund policy, whereby, except for any reason stated herein explicitly, the Company shall not, on any occasion, refund or adjust any Charges paid by You.
4.6. Without prejudice to the foregoing, the Company may refund any Charges paid by User, in the event the Company, for reasons other than reasons beyond the control of the Company, fails to conduct a counseling session between User and a designated Counsellor within 5 (five) business days of any request made in this behalf by User.
4.7. You may request the Company for a refund of Charges by sending an email in this behalf to the Company at citing in detail the reasons for such request. You agree that the Company, its sole discretion, may choose to accept such request, with or without modification, or reject such request with assigning any reasons, and without creating any liability whatsoever.
5.1. You may make any payment towards Charges through debit/credit cards or internet banking and/or any other payment mechanism allowed by the Company over the Platform.
5.2. Payments made through credit card, debit card and internet banking are processed by third-party payment gateways. Similarly, payments made via other payment modes may require an authorization by the intermediary that processes the payments. We are not responsible for any delays or denials/rejections by such intermediaries or third-party gateways and processing of payments will be solely in terms of their policies and procedures, and We will not be in any way be responsible for the same. Nonetheless, You shall immediately communicate the fact of any failed payment to the Company along with the transaction ID and other relevant details. You agree that in an event any of Your payments are delayed or eventually declined for reasons beyond Our control, We shall not be held liable in any manner whatsoever. Once a payment/transaction is authorized and is credited to Our Account, You shall be entitled to access the Services subject to other rules, guidelines, policies, terms and conditions.
5.3. We have the right to cancel a payment transaction at any point in time solely at Our discretion, in which case if the payment is already successfully made, the transaction will be reversed and the money shall be credited back into Your payment instrument.
5.4. Without prejudice to the foregoing, You are prohibited to use any credit card, debit card, prepaid cash card, internet banking or any other instrument not belonging to You to make any payments. You shall solely be responsible towards any loss incurred to the Company or any third-party owing to the unauthorized use of any such instrument and accordingly, You shall be obligated towards compensating the Company or any such third-party to make good such loss incurred. Additionally, the Company shall be at liberty to initiate and proceed with a criminal proceeding against You in accordance with the applicable laws. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
6.1. By accessing the Platform and the Services, You acknowledge and agree to the following:
6.1.1. As part of Services, the role of the Company is solely to facilitate the counseling or listener sessions between the User and Counsellor, that is to say, the Company shall be rendered simply as an intermediary between the User and Counsellor;
The Company or Counsellors shall, at any time, not be responsible for the quality of Services, that is, counseling or listener sessions provided by the Counsellors;
6.1.2. The Company shall not be responsible towards verifying the background, qualification or expertise of the Counsellors, and the User shall, at its discretion or risk, engage in any counseling or listener sessions with any of the Counsellors;
6.1.3. The Company does not endorse, verify or provide warranty towards any idea, advice, opinion, recommendation, suggestion as may be provided by a Counsellor, whether during a counseling/ listener session or otherwise, or whether through any content published on the Platform or otherwise;
6.1.4. The Company reserves the right to publish, modify or remove any content by Counsellor or User published on its Platform at any time and at its sole discretion, without any prior notice to Counsellor or User, or their approval.
6.2. You agree that the Company or Counsellors shall not be responsible to You in manner, whether monetary or otherwise, for any loss or damage that may incur to You, with respect to any of the above-stated limitations, or any content published on the Platform, or on account of any idea, advice, opinion, recommendation, suggestion offered by Counsellors, whether during any counseling/listener session or otherwise.
7.1. You acknowledge and agree that any communication or interaction between a Counsellor and You shall be for informational purposes only, and shall not be rendered as, or be considered as a substitute for, any medical opinion, diagnosis, examination, treatment or prescription by a doctor or a health expert or a qualified medical practitioner. You are strictly advised against taking any decision, or acting upon in any manner, solely or primarily relying on such communication or interaction.
7.2 Any communication or interaction between You and Counsellor shall strictly remain between You and Counsellor, whereby, You agree that the Company shall have no role whatsoever, and shall not be responsible towards any such communication or interaction, or any idea, advice, opinion, suggestion, recommendation arising therefrom.
7.3. You acknowledge and agree that the views of a Counsellor is personal to such Counsellor, and the Company does not endorse, or verify the accuracy and completeness of, or be responsible in any manner towards, any idea, advice, opinion, suggestion, recommendation of the Counsellor to You, either through Services or otherwise.
7.4. You are strictly advised against sharing any of Your private or confidential information to any Counsellor, whether during any counseling/ listener session or otherwise. You agree that sharing of any such private or confidential information to the Counsellor shall be absolutely at Your discretion and risk, and the Company or Counsellor shall, in no manner, be responsible towards any use, misuse or otherwise perusal of such private or confidential information;
7.5. You hereby expressly agree that access to the Services and Counsellors shall be solely and absolutely at your direction and risk, and You shall solely be responsible towards all the results and implications therefrom or associated therewith. It may be reiterated that the role of the Company shall solely be limited to providing the Platform for You to access the Services by arranging a counseling/ listener session between You and Counsellors.
7.6. You agree that the Counsellor(s) shall not be responsible to be responsible, in any manner, for any loss or damage that may incur to You on account of any decision or action that You might take relying. Directly or indirectly, on any idea, advice, opinion, suggestion, recommendation of any Counsellor to You, either through Services or otherwise. It is reiterated that any such any idea, advice, opinion, suggestion, recommendation of any Counsellor is for information purposes only.
7.7. You acknowledge and agree that Services are not meant to be accessed for medical emergencies or during any crisis, and also that the Company, through its Services, does not provide any medical opinion, diagnosis, examination, treatment or prescription, and that the Counsellors are not doctors or health experts or qualified medical practitioners. Therefore, in the event of any medical emergency or crisis, You are strictly advised against using the Platform and accessing the Services, and is advised towards approaching the nearest doctor, hospital or other health care center.
7.8. You acknowledge and agree that Platform and Services does not constitute suicide helpline. You are strictly required to not use the Platform and Services, in the event You are having suicidal thoughts, or any thoughts that may bring any danger to Yourself or any other person or thing. In such event, You must immediately notify the police and seek medical help, and may also call suicide prevention helpline such as ‘Vandrevala Foundation’ at 1860-266-2345 or ‘Aasra’ at +91- 22-2754-6669.
8. INTELLECTUAL PROPERTY
The Company holds absolute ownership of all the tangible or intangible rights with respect to the Platform and the Services, including domain, logo, design, trademark or any promotional material and the technology involved, such right being referred to as the “”. Notwithstanding, any third-party content offered on the Platform as part of Services shall be rights of such third-party. By allowing the access to the Platform and Services, We are only permitting You to access the Services in accordance with the prescribed rules, guidelines, policies, terms, and conditions applicable, and We are in no manner permitting You to use the Intellectual Property Rights including by way of copying, displaying, reproducing, transmitting, or otherwise exploiting, any content, material or media.
9. TECHNICAL FAILURES
The Company uses information technology-based software and telecommunication networks to offer the Services and operate the Platform. External internet networks and connections are used to connect the Platform (operated through Your mobile devices and hardware) to Our servers. Similarly, telecommunications network and associated devices may be used to connect the User to the Counsellor while providing the Services. We do not hold any liability towards any disruptions in internet networks and connections or telecommunication networks and associated devices, including any errors, network disconnection or interruptions in communication and shall not be liable towards any loss incurred to You owing to such disruptions. Similarly, We shall not liable towards any loss arising out of any technical failures, server crashes, breakdowns, software defects, disruption or malfunction of Service owing to Your fault or failure of Your mobile device or other hardware.
10. REPRESENTATION BY USER
You, by accessing the Services and Platform and agreeing to these Terms, represent as follows:
10.1. That You have the capacity to enter into, execute and deliver this agreement, and to exercise Your rights and perform Your obligations as contemplated hereby, in accordance with the provisions of Indian Contact Act, 1872 and other applicable laws;
10.2. That this agreement constitutes the legal, valid and binding obligation on You, and shall be enforceable against You in accordance with these Terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, re-organization, moratorium or similar laws affecting Our rights generally;
10.3. That consummation of the Terms contemplated hereby will not (i) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which You are a party or by You are bound; (ii) violate any order, judgment or decree against, or binding upon, You;
10.4. That any information and documents reasonably required from You to comply with any applicable anti-money laundering or counter-terrorism financing laws including any applicable laws imposing know your customer or other identification checks or procedures that the Company may require to comply with in respect of this agreement shall be provided by You.
We are committed to providing updated, accurate, complete and reliable information by publishing it on the Platform. However, We disclaim any and all warranties, expressed and implied, with respect to the Platform or Services, or any of its content. All the information and content with respect to the Platform and Services are provided to You on ‘As Is’ basis, and You agree to access the Platform and Services at Your sole risk. We do not represent the suitability of the information published in documents or any other information that is updated on Our Platform. We hereby solemnly disclaim and discard all warranties about any information as well as all implied warranties and conditions of Our merchantability, title and non-infringement, appropriateness to any particular purpose, and accuracy of Our Platform and Services and software. We do not give any warranty that the servers used to offer the Services and run the Platform will run error-free, uninterrupted, or that they will not get affected by bugs, defects or viruses of any kind. Hence, We reserve the right to determine, at Our sole discretion, whether any issue at Our end is responsible for any error or disruption or malfunction. We may limit Your access to Platform or Services, if We opine that You are responsible for intentionally causing any malfunction or disruption. You may note that no person is authorized to extend or revise the warranty stated herein.
12. SOFTWARE USAGE
It is strictly forbidden for anyone to use Our Platform and Services for any commercial purposes. Our Platform is meant only for accessing and availing the Services. You shall not attempt to manipulate, decode, modify, disassemble, decompile, reverse or re-engineer Our Platform or its software in any manner. Please note that Use of Bots is prohibited. Any attempt to use artificial intelligence that includes, but is not limited to, robots, in connection with our Platform is strictly forbidden. You are authorized to access the Services solely through the Platform while using the user interface contained therein. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
13. REPRESENTATION AND WARRANTY BY USER
We take fair usage of the Platform and Services very seriously. In order to prevent any form of fraud or unfair usage, all user actions, including request for counselling sessions, identity verification and other conduct are continuously monitored to ensure a safe, legal and fair environment for all Our users.
13.1. Any detection of a breach of these Terms and other rules, guidelines, policies, terms and conditions, including Our fair usage policy, as may be notified from time to time, shall result in prompt and serious action by Us against the suspected user, especially concerning the matters enlisted below:
13.1.1. Money Laundering
You are prohibited from doing any activity on the Platform that may be construed to be, or be associated with, any money laundering activity. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
Sending SPAM emails or any other form of unsolicited communication for obtaining registrations on the Platform to benefit from any promotional program or for any other purpose is strictly prohibited.
13.1.3. Multiple IDs
Your registration on the Platform is restricted to a single user account, which will be used by You to avail Yourself the Services provided on the Platform. You are prohibited from creating or using multiple user IDs for accessing the Services.
13.1.4. You may not create a login name or password, or upload/distribute/transmit/publish/post content through or on the Platform or through any service/facility including any messaging facility provided by the Platform which:
is libelous, defamatory, obscene, intimidating, invasive of privacy, abusive, illegal, harassing;
contains expressions of hatred, expressions hurting religious sentiments, or expressions related to racial discrimination or pornography;
is in any way objectionable or undesirable (whether or not unlawful);
is or can be construed as an incitement to commit a criminal offense;
violates the rights of any person;
is aimed at soliciting donations or other forms of help;
violates the intellectual property of any person and/or any legally formed entity;
disparage in any manner to Us or any of Our subsidiaries, affiliates, licensors, associates, partners, sponsors, products, services, or Platform;
promotes a competing service or product; or
violates any applicable laws.
13.1.5. In the event We determine that the screen name or login name chosen and created by You is indecent, objectionable, offensive or undesirable in any way, We shall notify You about it and You shall promptly provide Us with an alternate username so that We can change Your existing username to the new name provided by You. If You fail to provide an alternate username, We reserve the right to either permanently suspend Your user account or reactivate Your user account only after You have provided a different, acceptable name.
13.1.6. You shall not host, intercept, emulate or redirect proprietary communication protocols, if any, used by the Platform, regardless of the method used, including protocol emulation, reverse engineering, nor modify the Platform or any files that are part of the Platform. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
13.1.7. You shall not frame the Platform. You may not post or upload editorial comments, commercial material or any information on the Platform, alter or modify content on the Platform, or remove, obliterate or obstruct any proprietary notices or labels.
13.1.8. You shall not upload, distribute or publish through the Platform any content that may contain viruses or computer contaminants (as defined in the Information Technology Act, 2000 or such other laws in force in India at the relevant time) which may interrupt, destroy, limit the functionality of or disrupt any software, hardware or other equipment belonging to Us or that aids in providing the Services offered by Us. You shall not disseminate or upload viruses, programs, or software to the Platform whether it is harmful to the Platform or not. Any act in violation of this clause by You shall be deemed to be a material violation by Us.
13.1.9. You shall not purchase, sell, trade, rent, lease, license, grant a security interest in, or transfer Your user account, content, currency, points, standings, rankings, ratings, or any other attributes appearing in, originating from or associated with the Platform.
13.1.10. Any form of fraudulent activity including attempting to use or using any other person’s credit card(s), debit cards, net-banking usernames, passwords, authorization codes, prepaid real money cards, and mobile phones for depositing money into Your account is strictly prohibited. Any act in violation of this clause by You shall be deemed to be a gross violation by Us.
13.1.11. Accessing or attempting to access Our Services through someone else’s user account is strictly prohibited.
13.1.12. any promotional offer or discount codes unique to the User is non-transferable. In the event You attempt to transfer any promotional offer or discount codes, the benefits of the same shall be forfeited.
13.1.13. You shall not post any material or comment on any media available for public access that, in Our sole discretion, is defamatory or detrimental to Our business interests, notwithstanding the fact that such media is not owned or controlled by Us. In addition to any other action that We may take pursuant to the provision hereof, We reserve the right to remove any and all material or comments posted by You and restrict Your access to any media available for public access that is either controlled or moderated by Us, when in Our sole opinion, any such material or comments posted by You is defamatory or detrimental to Our business interests.
13.2. Breach and Consequences
If We have evidence, through Our investigations or reasonable belief, of a breach of these Terms by You and/or that Your continued access to Our Platform is detrimental to the interests of Company or any other users or the general public, then We reserve the right to take any or all of the actions stated herein below at Our sole discretion:
13.2.1. Put restrictions on Your access to Platform and Services;
13.2.2. Suspend or terminate Your Membership on Our Platform;
13.2.3. Demand and order damages for breach of these Terms and take required civil actions to recover losses and damages;
13.2.4. Initiate steps of prosecution for damages and violation that is equivalent to offences in law;
13.2.5. Bar You from registering on Platform in the future;
13.3. The action taken by Us will be solely due to Your breach of Our Terms; the action shall be final and decisive that will be binding on You. Any action taken by Us will be without any prejudice to Our other rights and remedies that are mentioned and available in law or equity.
13.4. Without prejudice to the foregoing, You agree that You shall be obligated to compensate the Company for any loss or damage incurred to the Company as a result of breach of any of these Terms. Additionally, in case of any material violation, as referred to in these Terms, You shall be liable to compensate the Company with the amount of actual loss or damages, as may be quantified by Us, incurred to the Company, whichever is higher.
These Terms may be terminated by the Company at any time, at its sole direction or on account of any reason, without any prior notice or intimation to the User. The Company also reserves the right to terminate, suspend or otherwise restrict the Membership of the User at its sole direction or on account of any reason, without any prior notice or intimation to the User, thereby, resulting in suspending, terminating or restricting the access to the Services by User in any manner. In any such event, the Company shall not be liable towards any loss or damage to the User in any manner. Nonetheless, the relevant sections of these Terms may survive the termination of these Terms.
15. CONTENT AND CONTRIBUTION
15.1. All the online content, materials and information on Our Platform are collectively referred to as ‘Content’. It may include a wide range of online items such as images, designs, multimedia clips, graphics, logos, information, text content, software, animation, marks, hyperlinks, and pictures. The Content, whether or not belonging to Us, are thus protected and secured by applicable intellectual property rights. Additionally, We shall be free to record and use, in any manner whatsoever, all chat content, images, emails, and recommendations sent by any member or user on Our Platform, as they appear on the Platform and form part of the Content.
15.2. It is informed that Our Platform may contain information about third-parties and may comprise of hyperlinks within them. You shall use or access such third-party content or hyperlink at Your sole risk. We shall not be responsible in any way for the implied warranty about the quality, integrity or accuracy of such third-party content. You expressly acknowledge that We shall not be responsible for any content belonging to any third-party, such third-party content appearing on Our Platform shall not be deemed as endorsement towards such third-party content by Us.
15.3. You agree to not to post any content on the Platform that does not belong to You, or with regards to which You do not have any rights or permission to post. You agree that You shall solely be responsible towards any unlawful posting and shall be obligated to compensate Us for any loss or damage that We may have to bear on account of You posting any content unlawfully.
16.1. The User shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, adverse impact on Intellectual Property Rights and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company for enforcement of these Terms or arising out of or in connection with:
User’s access to Platform and Services;
any act of User rendered as gross violation under these Terms;
any breach or inaccuracy of the representations, warranties and covenants by User as contained in this Agreement;
User’s breach or negligent performance or non-performance of obligations under this Agreement;
any claim made against the Company by a third-party arising out of or in connection with the conduct of User;
any claim made against the Company by a third party for death, personal injury or damage to properties which are attributable to the acts or omissions of the User or its affiliates;
violation of any other terms set forth in these Terms.
16.2. This indemnity shall apply whether or not the User has been negligent or at fault.
16.3. The indemnification rights of the Company are independent of, and in addition to, such other rights and remedies as such Company may have under applicable laws or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
17. ENTIRE AGREEMENT
User agrees that these Terms together with other rules, guidelines, policies, terms and conditions notified on the Platform, as updated from time to time, is the final understanding and agreement between the User and Company hereto with respect to the subject matter of these Terms, and there is no other negotiation, discussion, preliminary agreement, memoranda or heads of agreement, oral or written documents between the User and Company.
In the event any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the maximum extent necessary to make it valid, legal and enforceable. In case such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms.
These Terms may be amended or modified by the Company from time to time, without any prior intimation to or approval of the User. Any updated or modified Terms shall be effectuated upon its posting on the Platform.
20. LIMITATION OF LIABILITY
You understand and agree that the Company or its directors, officers, employees or affiliates shall not be liable towards any direct or indirect damages, resulting from use of or inability to use the Service, including for any act of the Counsellor whether as part of Services or otherwise, even if We have been advised or become aware of the possibility of such damages or loss or that such loss was foreseeable. Such damages may include injury, claim, loss of data, loss of income, loss of profit or loss of opportunity, loss of or damage to property, damages for monetary loss, goodwill, use, data or other intangible loss (even if the Company has been advised of the possibility of such damages). You agree to indemnify Us against any claims in respect of any such matters.
Your rights and obligations under this agreement is personal to You and shall not be assigned to any other party or person. The Company may, at its sole discretion, assign, transfer or novate this agreement or any of its rights and/or obligations under this agreement to any person, including its affiliate.
The failure of Company to insist upon strict adherence to any of these Terms on any occasion shall not be considered a waiver thereof or deprive the Company of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver by Company, or excuse to any User’s breach shall compulsorily be in writing by the Company. Any such waiver or excuse shall not constitute any waiver or excuse to any different or subsequent breach.
23. CUMULATIVE RIGHTS
All remedies of the Company under these Terms whether provided herein or conferred by any statute, civil law, common law, custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
24. RELATIONSHIP BETWEEN PARTIES
None of the provisions of this agreement shall be deemed to constitute a partnership between the Company and User, and no party shall be deemed to be the agent of other in any way, or have any authority to bind the other party otherwise than under this agreement.
25. GOVERNING LAW AND DISPUTE RESOLUTION
All disputes and differences arising from this agreement shall be referred to the Sole Arbitrator appointed by Company and User on mutual agreement, and such reference shall all time be governed by the provisions of the Arbitration and Conciliations Act, 1996. The decision of the Sole Arbitrator shall be final and binding on all the parties. The arbitration shall be conducted in English, and the venue for arbitration shall be Tirupati, Andhra Pradesh. Additionally, the Company shall be entitled to seek specific performance of the terms hereof. Each party herein irrevocably agree that the courts of Tirupati, Andhra Pradesh shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
26. INJUNCTIVE RELIEF
The User acknowledge and agree that the breach by the User of any of its obligations as set out herein, or in any other rules, policy and/or guideline notified on the Platform, would cause irreparable harm to the Company, and in that event, damages would be difficult if not impossible to ascertain. Therefore, the Company, in addition to and without limiting any other rights they may have, will have the right to seek specific performance of these Terms. The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law that the Company may have.
27. FORCE MAJEURE
27.1. The failure or omission to carry out or observe any of the terms, provisions, conditions contained in this Agreement by the Company during the continuance of any event of Force Majeure (as hereinafter defined or its effects) shall not give rise to any claim by User, or be deemed to be a breach of this Agreement if the same is caused by or arises out of the Force Majeure.
27.2. Upon happening of a Force Majeure, the obligations of the Company under this Agreement shall stand suspended till the time such Force Majeure subsists, subject to a maximum suspension period of 3 (three) months. In the event where Force Majeure subsists for 3 (three) months or more, the Company may terminate the Agreement at its discretion, with any liability whatsoever.
27.3. “Force Majeure”, for the purpose of this Agreement shall mean war, hostilities, acts of God, strike, lockouts, epidemic or pandemic, and other reasons beyond the anticipation and control of the Company.
All notices given pursuant to these Terms shall be in writing and shall be deemed to be served as follows:
In the case of any notice delivered by hand, when so delivered;
If sent by pre-paid post or courier, on the date when it is delivered, as confirmed by the courier agency;
In the case of any notice sent by facsimile, upon the receipt of a confirmation copy at the sender's facsimile machine; and
If sent by e-mail, on receipt of confirmation email acknowledging receipt of the notice or 24 hours, whichever is earlier.
Contact details of the Company for the purposes of this clause is provided below and any change in the details shall be notified by way of updated/amended Terms posted on the Platform:
Attention: G. Shanthi Buela Devi
Address: 19-8-1/M, 31 Munireddy Colony, Dasarimattam, Tirupati, Chittoor, Andhra Pradesh - 517501, India
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