This Tribalzone Network Services Agreement (“Agreement”), is made and entered into as of the date accepted by You and is by and between Tribalzone Network, having its principal place of business located at 1201, Tricity Enclave, Plot 48, Sector 9, Ulwe, Navi Mumbai – 410206. India (“Tribalzone Network”, “us,” “our” or “we”), and the entity ordering or subscribing to any of Tribalzone Network’s services (“You” or “Your”).
BY ORDERING, SUBSCRIBING TO, OR LOGGING IN TO THE TRIBALZONE NETWORK SERVICES, OR ACCESSING THE SERVICES ON A TRIAL BASIS, YOU AGREE TO THE TERMS AND CONDITIONS FOR USE OF THE TRIBALZONE NETWORK SERVICES AS SET FORTH IN THIS AGREEMENT. YOU UNDERSTAND THAT YOU WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT, AND THAT THIS AGREEMENT IS LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHALL NOT PARTICIPATE IN OR USE THE TRIBALZONE NETWORK SERVICES, OR ACCESS OR USE ANY MATERIALS OF TRIBALZONE NETWORK.
All Tribalzone Network Services offered on and through its websites, mobile sites, and subdomains (collectively, the “Websites”), or otherwise, and subscribed to by You will be referred to collectively as the “Services.”
To whom does this Agreement apply?
This Agreement governs the use of the Services by nonprofit organizations that subscribe to Tribalzone Network’s Services, in other words, Tribalzone Network’s clients. Donors, visitors of the Websites, and nonprofit organizations who may receive donations through Tribalzone Network’s Services but do not subscribe to Tribalzone Network’s Services are all subject to Tribalzone Network’s Terms and Conditions.
(General Terms and Conditions)
- The Services include online help functions and a “Frequently Asked Questions” section to assist You and Your Access Holders in the use of the Services. Tribalzone Network currently makes customer support and services available to You and Access Holders, at no cost to You, via telephone (+91 8457999840) and email (firstname.lastname@example.org) on weekdays between 10:00 AM and 5:00 PM IST, excluding holidays that are recognized by Tribalzone Network, however, the provision of such services is subject to change, in Tribalzone Network’s sole discretion.
- Improvements. Tribalzone Network may update or otherwise modify the Services at any time for any reason at Tribalzone Network’s sole discretion. Tribalzone Network may shut down the Services for maintenance and development work when necessary. You acknowledge that You are familiar with the Services’ functions and that the Services are sufficient without modification to meet Your and Your Access Holders’ requirements. Tribalzone Network shall have no obligation whatsoever to customize, modify, or improve the Services.
- Ownership of the Services. As among Tribalzone Network, You, and Your Access Holders, Tribalzone Network shall be the sole and exclusive owner of the Services, all materials with respect to the Services supplied to You and Your Access Holders, all new versions, improvements, enhancements, additions, and modifications to the Services or such materials, all copyright, patent, trade secret, and other intellectual property rights related to the Services and such materials, and all tangible media on which the Services and such materials are maintained. You and Your Access Holders shall have no claim or right whatsoever with respect to the Services except, subject to the terms and conditions of this Agreement, for the limited license to use the Services granted herein and the return of Your Data on the Services as provided herein. You and Your Access Holders may not use, copy, modify, transfer, or make any derivative works of all or any part of the Services, any materials with respect to the Services, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted hereunder. If You or any Access Holder undertakes any such prohibited action, Your license shall be automatically terminated.
- Your and Access Holders’ Responsibilities. You and any of Your Access Holders will be responsible for maintaining the confidentiality of any password(s) you provide to access the Services, and shall not share your password(s) with anyone else. You and Your Access Holders agree not to use the password(s) of another nonprofit at any time or to disclose Your password(s) to anyone else. You agree to exit (or log off) from Your account at the end of each session and to immediately notify Tribalzone Network at email@example.com of any unauthorized use of Your password(s). You are solely responsible for any and all use of Your account and for any actions that take place from the use of Your account, including any damages or claims resulting from unauthorized access to Your account. You also agree that we or third parties acting on our behalf may send you emails regarding important information regarding Your use of the Websites and other electronic communications such as newsletters, promotional materials, and so on. You may opt-out of receiving the newsletters and other promotional messages at any time by clicking the unsubscribe link on the email, but You may not opt-out of receiving important items regarding the use of the Websites or Your account and the like. All suggestions and comments You provide become the intellectual property of Tribalzone Network. You understand that Tribalzone Network is subject to certain regulatory and statutory requirements in India. Accordingly, You agree not to engage in any activities that, in any manner, would jeopardize Tribalzone Network’s good standing with any regulatory authority including, but not limited to do any of the following in connection with the Services:
- To make any sale of products or services, including but not limited to any cause-related marketing, sweepstakes, raffle tickets, or commercial co-ventures;
- Making any misrepresentations about the role of Tribalzone Network.
- NO WARRANTIES; YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS, AND LINKS THEREON, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURT OF PERFORMANCE. THE PROTECTED ENTITIES DO NOT WARRANT THAT (A) THE SERVICE AND SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (E) YOUR FUNDRAISING ACTIVITIES WILL BE EFFECTIVE OR THAT YOU WILL RECEIVE ANY DONATIONS OR GRANTS AS A RESULT OF YOUR USE OF THE SERVICES. TRIBALZONE NETWORK DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SERVICES OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU AGREE THAT WE, IN OUR SOLE DISCRETION, MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME, FOR ANY REASON WITHOUT ADVANCE NOTICE TO YOU. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR DELETION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TRIBALZONE NETWORK, ITS LICENSORS, SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS WELL AS OTHER USERS OF THE SERVICES, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, GOVERNMENTAL INQUIRIES OR INVESTIGATIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO (A) USE OF OR ACCESS TO THE SERVICES, BY YOU OR ANY PERSON USING YOUR ACCOUNT; (B) BREACH OF THESE TERMS BY YOU OR ANY PERSON USING YOUR ACCOUNT; (C) VIOLATION OF THE LAW OR VIOLATION OR INFRINGEMENT OF ANY THIRD-PARTY RIGHT BY YOU OR ANY PERSON USING YOUR ACCOUNT; AND (D) ANY ACTIVITY OTHERWISE RELATED TO USE OF THE SERVICES (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY PERSON USING YOUR ACCOUNT.
- LIMITATION OF LIABILITY; TIMING FOR CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRIBALZONE NETWORK OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES FOR (A) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ALL AMOUNTS PAID BY YOU TO TRIBALZONE NETWORK UNDER SECTION 12 OF THIS AGREEMENT WITHIN THREE (3) MONTHS OF THE DATE OF THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TRIBALZONE NETWORK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SERVICES AND/OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Term and Termination. Tribalzone Network offers an annual subscription plan for its Services. The term of Service for which this Agreement shall apply will continue for one year from the commencement date of such Services and will automatically renew for successive one-year terms thereafter, or until terminated by either You or Tribalzone Network. You may terminate this Agreement by giving Tribalzone Network at least thirty (30) calendar days prior written notice of such termination and the date on which the termination will be effective. If You terminate this Agreement prior to the expiration of the then-current term, the balance of any unpaid amounts owed for the remainder of that term will be charged in full at the time of termination. If You access or make use of the Services on a no-cost, trial basis (“Trial”), You may only access or make use of the Services as a Trial for the period of time provided by Tribalzone Network. YOU ACKNOWLEDGE THAT ANY TRIAL IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES, OR REPRESENTATIONS OF ANY KIND. Tribalzone Network shall have the right in Tribalzone Network’s sole discretion to immediately terminate this Agreement at any time, for any reason or for no reason, upon written notice to You.
- Entire Agreement; Modification; Waiver. This Agreement and any accompanying agreed upon written subscription or payment terms, together constitute the entire agreement between You and Tribalzone Network pertaining to the matters set forth herein and supersedes all prior and contemporaneous agreements, representations, and understandings between You and Tribalzone Network. Tribalzone Network reserves the right to supplement, modify, or amend the Agreement at any time, without notice to You, by posting updated versions of this Agreement to the Websites. Your continued use of any Services after Tribalzone Network’s modification of this Agreement constitutes Your acceptance of the terms and conditions of this Agreement as modified. You shall be solely responsible for checking the Websites from time to time to ensure You are aware of any updates or changes to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. This Agreement shall be executed electronically.
- License. Subject to the terms and conditions of this Agreement, Tribalzone Network hereby grants You and Your Access Holders a limited, worldwide, non-exclusive, non-transferable, non-assignable, and non-sublicensable right and license to access and use the Services solely for Your internal business purposes for the term of this Agreement. Tribalzone Network reserves all other rights with respect to the Services that are not expressly granted to You herein.
- Subscription Fees Transaction Fees. During the annual subscription period, where applicable, (the “Subscription Period”), you agree to pay Tribalzone Network a recurring subscription fee (the “Subscription Fee”). Each Subscription Period shall automatically renew and extend at the end of the Subscription Period for successive periods of one year unless automatic renewal is cancelled in the manner described in Section 9 of this Agreement. You and Tribalzone Network will agree on the Subscription Fee at the time you subscribe to the Services. Tribalzone Network will notify You prior to renewal and again upon renewal of the Subscription Period. If Tribalzone Network has a valid payment method on file, then Your payment method will be charged and the applicable Subscription Period will be automatically renewed and extended as described above for the Subscription Fee. Where applicable, Tribalzone Network will charge You a transaction fee per transaction of 3% per transaction (the “Transaction Fee”), which is subject to change, from time to time, in Tribalzone Network’s sole discretion, upon prior notice. You agree to pay the Subscription Fee and all applicable taxes and other costs associated with the Services, including, without limitation, any applicable Transaction Fee, in accordance with this Agreement. By providing Tribalzone Network with a payment method, You (i) represent that You are authorized to use the payment method You provided and any payment method You provide is true and accurate, (ii) authorize Tribalzone Network to charge You for the Services using Your payment method.
- Rights Reserved. Tribalzone Network reserves the right at all times to disclose any information and Data as it deems necessary to satisfy any applicable law, regulation legal process, or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, in Tribalzone Network’s sole discretion. In addition, Tribalzone Network has the right to use aggregated data about Your usage of the Services in Tribalzone Network’s marketing or other materials.
- Call Recording. Telephone calls with Tribalzone Network may be recorded for quality and training purposes. You agree and consent to the recording of any telephone calls between you and Tribalzone Network and, further, represent and covenant that the subscriber or customary user of any phone number you have provided to us at which we may contact You, has been informed of and provided his or her consent to the foregoing call recording.
- Text Messages. By providing Tribalzone Network with a wireless number, You agree that You have provided the appropriate consent required to receive informational and/or transactional text messages from Tribalzone Network and understand that such text messages may be sent via an autodialer to the wireless number that You have provided and that data and messaging rates may apply. You further warrant to Tribalzone Network that you are the subscriber of the wireless number you have provided, or that you are the customary user of the wireless number you have provided. You agree to promptly notify Tribalzone Network if service for any wireless number provided by you is cancelled or if your wireless number changes.
- User-Generated Content and Licensing rights. The Tribalzone Network Services or Websites may allow you to upload, download, or share content with other users or persons. However, Tribalzone Network does not permit You to use the Websites or Services to upload, download, or share anything such as messages, posts, text, film, video, audio, photographs, or other recordings or images, or any other content (collectively, “User-Generated Content” or “UGC”) that you do not have a right to use and share on the Internet. By use of any UGC on our Websites or via the Services, you represent and warrant that: (a) you are the original author or creator of the UGC and/or have full copyright, title, and interest or have a license in and to any UGC; (b) you have the full power and authority to upload, download and/or share such UGC; and (c) the use of all or any element of the UGC will not violate or infringe upon the trademarks, trade names, copyrights, patents, privacy or publicity rights or any other personal or proprietary rights of any person or entity, and will not defame or libel any person or entity.
- 16.1 Monitoring, Screening, and Removal of UGC. You acknowledge that we and/or our designees may or may not pre-screen UGC and that we have no control over UGC, therefore we do not guarantee the accuracy, integrity, or quality of such content. We shall have the right (but not the obligation), in our sole discretion, to move, remove, block access to, monitor, screen, modify, refuse or decline to restore any UGC or your access to any UGC for any or no reason, including without limitation that such UGC violates this Agreement or is otherwise objectionable. Tribalzone Network takes no responsibility and assumes no liability for any UGC uploaded, transmitted, or downloaded by You or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity, You may encounter. As the provider of the Websites and Services, we are only a conduit and are liable for any statements, representations, or content provided by users. Any opinions, advice, or recommendations expressed therein are those of the users providing such content and not those of Tribalzone Network. Tribalzone Network does not endorse any content or any opinion, recommendation, or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Websites or Services are used to disseminate statements that are currently or are potentially harmful or inflammatory.
- 16.2 UGC License and Rights. Please note that if You upload, share or otherwise make available any UGC on our Websites or Services, You will still own the UGC (assuming you have the rights to own it or the UGC does not contain Tribalzone Network Marks, in which we reserve all ownership rights) but You are giving Tribalzone Network and any third party visitor of Tribalzone Network’s Websites, the right to use Your UGC. That means that if You send in, post, upload, make available, or disclose to us in any way any UGC, You grant us, our related entities and any third party, the right to use it in any way and in any medium, without getting Your permission or having to pay You for it. In legal terms, by providing us with any UGC, You grant Tribalzone Network, Operational Service Providers, and licensors, and each of their successors and assigns, and any third party, a worldwide, perpetual, irrevocable, unrestricted, non-exclusive right and fully sub-licensable royalty-free license to use, copy, reproduce, distribute, public publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such UGC, in any form, format or medium, of any kind now known or later developed. Without limiting the generality of the previous sentence, you authorize us to share the UGC across the Websites and all Services platforms, and any other media now or hereafter known affiliated with us and to use your name, likeness, and any other information in connection with our use of the material you provide. You waive any moral rights you might have with respect to any UGC you provide to us. You understand, acknowledge, and agree that all rights in the above are granted to us without the need or your right for compensation of any sort.
- Jurisdiction. This Agreement shall be construed in accordance with the laws of the High Court of Mumbai, without regard to conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts in the High Court of Mumbai. If any provision of this Agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. In this Agreement, the word “including” is used illustratively, as if followed by the words “but not limited to.” YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.