Terms & Conditions

This Agreement was last revised on September 1st 2020
Contents
TERMS AND CONDITIONS
I.         INTRODUCTION
II.        DEFINITIONS
III.       INTERPRETATION
IV.       INTRODUCTION AND SCOPE
V.        SERVICES
VI.       MODIFICATIONS TO THE SERVICE
VII.      REGISTRATION
VIII.     USER SUBMISSION
IX.       SUBSCRIPTION FEE AND PAYMENT
X.        GENERAL CONDITIONS
XI.       LIMITED GUARANTEE
XII.      GEOGRAPHIC RESTRICTION
XIII.     USER RESPONSIBILITIES
XIV.    EXCLUSION OF LIABILITY
XV.     NO RESPONSIBILITY
XVI.    THIRD PARTY LINKS
XVII.   PERSONAL INFORMATION AND PRIVACY POLICY
XVIII.  ERRORS, INACCURACIES AND OMISSIONS
XIX.     DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
XX.      COPYRIGHT AND TRADEMARK
XXI.     INDEMNIFICATION
XXII.    MISCELLANEOUS

 

INTRODUCTION

www.whatsales.io (“we,” “us,” or “our”) welcomes you.
We offer you access to our product and services through our “Website” and “Mobile Application” (defined below) subject to the following Terms of Service, which may be updated by us from time to time with or without notice to you.  By accessing and using this Website/Mobile Application, you acknowledge that you have read, understood and agree to be lawfully bound by these terms and conditions and our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”). In case you do not agree with any of these terms, then please do not use the Website.

DEFINITIONS

  • Agreement” denotes to this Terms and Conditions and the Privacy Policy and other documents provided to you by the Website;
  • Service” or “Services” is a reference to any service defined below, which we may supply and which you may request via our Website or Mobile Application;
  • User”, “You” and “your” are denotes to the person who is accessing for taking any service from us. User shall include the company, partnership, sole trader, person, body corporate or association taking services of this Website;
  •  “We”, “us”, “our” and “Company” are references to WorxDesk Ltd;
  • Website” shall mean and include “https://whatsales.io, mobile-application(“App”) and any successor Website of the Company or any of its affiliates;
  • User Account” shall mean an electronic account opened for the customer for availing various services offered in the website;

INTERPRETATION

  • Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.
  • Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.
  • All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or effect the meaning or interpretation of the terms of this Agreement.

INTRODUCTION AND SCOPE

  • Acceptance. By using the Website in any manner, you are bound by these Terms and Conditions, as well as the terms of the Agreement identified above. In case you do not accept the terms, then please do not use the Website. If you are accepting these Terms on behalf of a Company, organization, government, or other legal entity, you hereby represent and warrant that (a) you are legally authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity is barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.
  • Scope. These Terms govern your use of the Website and the Services. Except as otherwise specified, these Terms do not apply to Third-Party Products or Services, which are governed by their own terms of service.
  • Eligibility: Certain Service of the Website is not available to minors under the age of 13 or to any users suspended or removed from the system by us for any reason.

 

  • Electronic Communication: When you use this Website or send e-mails and other electronic communications from your desktop or mobile device to us, you are communicating with us electronically. By sending, you agree to receive a reply communications from us electronically in the same format and you can keep copies of these communications for your records.

SERVICES

Whatsales.io is a business analytics software that connects all your marketplaces, websites and ad sources into one unique platform and app.

We are a technology service provider and we provide a sales monitoring facility/software for the online e-commerce service.

 

Our aim, to help you sell better. If you have clarity with all your numbers and know your true profitability and where it comes from – and what drives it, you’ll sell more – and earn more.

MODIFICATIONS TO THE SERVICE

We reserve the right, in our discretion, to change, modify, add to, or remove portions of the Terms (collectively, “Changes”), at any time. We may notify you of Changes by sending an email to the address identified in your Account or by posting a revised version of the Terms incorporating the Changes to its Website.

REGISTRATION

For accessing the website and using certain Resources, you may be required to provide specific information and to create a user ID and password to establish an account.
You accept that the details you provide in relation with establishing any account is correct and that you will keep your details up-to-date. You are responsible for the security of all of your user names, passwords and registration information (such as unique account identifiers or historical billing information), and you are solely responsible for any use (authorized or not) of your accounts. You agree to notify us immediately about any unauthorized activity regarding any of your accounts or other breaches of security. We may at our discretion suspend or terminate any of your user names and passwords at any time with or without notice.
Mobile Application Access

  • The Mobile App is free to use.
  • Users have to download the App from Play Store for Android users and App Store for Apple users.

USER SUBMISSION

    • Content Responsibility.

When you use this website, you agree to adhere to the content guidelines listed in our terms of services and privacy policies. You are solely responsible for the content submitted by you. It is you all your risk and accountability towards the content reliability and quality. You represent that you have required permission to use the content.
Please do not use content that:

  • contains ill-mannered, profane, abusive, racist or hateful language or expressions, text, photographs or illustrations that are pornographic or in poor taste, inflammatory attacks of a personal, racial or religious nature
  • is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims
  • violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community
  • discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law
  • violates or inappropriately encourages the violation of any municipal, state, federal or international law, rule, regulation or ordinance
  • sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual or repeats prior posting of the same message under multiple emails or subjects
  • Information or data which are unlawfully obtained

Any submitted content may be refused. If repeated violations occur, we reserve the right to cancel user access to our services without advanced notice.

SUBSCRIPTION FEE AND PAYMENT

  • Any order for subscribing any Subscription plan by the User for taking the services from this Website is between User and whatsales.io. User agree to take particular care when providing us with its details and warrant that these details are accurate and complete at the time of ordering.
  • SUBSCRIPTION CHARGES: It is agreed by the user that:
      • User shall pay required subscription fee to us as per the Subscription plan available on the Website.
  • Subscription Payment: Payment mode shall be:
      • Online: Credit Cards and Debit cards;
      • Stripe

Preferred method of payment is Stripe. Accepted cards are: Visa / Delta / Electron / MasterCard / Eurocard / Maestro/ American Express Debit cards are accepted if they have a Visa or MasterCard logo.

  • You must ensure that you keep these details secure and do not provide this information to a third party.
  • Any order for subscribing to any Subscription plan that you place with us is subject to acceptance by us. When you place your order online we will send you an email to confirm that we have received it. This email confirmation will be produced automatically so that you have confirmation of your order and subscription details.
  • We may refuse or be unable to process your order/subscription if:
      • You card or Stripe account does not give authorization for the payment of purchase price.
      • You do not meet the eligibility to order criteria set out above.
  • The user can cancel the subscription of any service anytime by contacting us.
  • All cancellation and refund shall be applicable as per the Cancellation and Refund policy.
  • We take customer feedback very seriously and use it to constantly improve our products and quality of service.

GENERAL CONDITIONS

  • We does not guarantee the accuracy, completeness, validity, or timeliness of information listed by us.
  • We make material changes to these terms and conditions time to time, we may notify you either by prominently posting a notice of such changes or via email communication.
  • The website is licensed to you on a limited, non-exclusive, non-transferrable, non-sub-licensable basis, solely to be used in connection with the Service for your private, personal, non-resalable use, subject to all the terms and conditions of this Agreement as they are applicable to the Service.
  • Technical support: For providing technical support, we may use third party tools like TeamViewer or AnyDesk to access your system and your store via your web browser in this case we neither store any information nor take screenshots of any system at any time.
  • In the event of any failure of the website to conform to any applicable warranty, including those implied by law, you may notify us of such failure; upon notification, our sole warranty obligation to you will be to refund to you the purchase price, if any, of the Website.
  • You acknowledge and agree that the numbers displayed on your App account for WhatSales.io or online dashboard are reflective to the numbers you provide us, this does not include local state taxes or expenses that you have not defined. You should not use this as formal means to claim benefits against Taxation in your country and neither are you allowed to submit reports as actual claims, you must speak to your local accountant or tax advisor before submitting your claims, expenses and sales online to your local and relevant tax authority.
  • You acknowledge and agree that we are not responsible for addressing any claims you or any third party may have in relation to the website;
  • Both you and us acknowledge and agree that, in your use of the website you will comply with any applicable third party terms of agreement which may affect or be affected by such use.

LIMITED GUARANTEE

By this Website:

  • We provide an opportunity for you to avail the offered Services from our Website.
  • We do not provide any warranty or guarantee that the Service descriptions are accurate, complete, reliable, current, or error-free. If a Services offered by the Website is not as described, your sole remedy is to intimate us about Services for taking further action.

GEOGRAPHIC RESTRICTION

We reserve the right, but not the obligation, to limit the usage or supply of any service to any person, geographic region or jurisdiction. We may use this right as per the necessity. We reserve the right to suspend any Service at any time. Any offer to provide any Service made on this Website is invalid where banned.

USER RESPONSIBILITIES

  • You shall use the Service and Website for a lawful purpose and comply with all the applicable laws while using the Website;
  • You shall not use or access the Website for collecting any market research for some competing business;
  • You shall not misrepresent or personate any person or entity for any false or illegal purpose;
  • You shall not use any virus, hacking tool for interfering in the operation of the Website or data and files of the Website;
  • You will not use any device, scraper or any automated thing to access the Website for any mean without taking permission.
  • You will inform us about anything is inappropriate or  you can inform us if you find something illegal;
  • You will not interfere with or try to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or try to gain access to any data, files, or passwords connected to the Website through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website;
  • You will not take any action that levies or may levy (in our sole decision) an unreasonable or unreasonably big load on our technical arrangement; and
  • You will let us know about unsuitable content of which you become aware.  If you discover something that infringes any law, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Website or any service, or any portion of the Website or service, without notice, and to remove any content.

EXCLUSION OF LIABILITY

We are not liable and responsible for your store or the performance of your store and we will never look into the products, settings or management of your store we are only integrating the store permissions to our website and/or Mobile Application.
We shall not be responsible for any loss of data, property, stock while using our service.
You understand and agree that we (a) do not guarantee the accuracy, completeness, validity, or timeliness of information listed by us or any third parties; and (b) shall not be responsible for any materials posted by us or any third party. You shall use your own judgment, caution, and common sense in evaluating any prospective methods or offers and any information provided by us or any third party.
Further, we shall not be liable for direct, indirect consequential or any other form of loss or damage that may be suffered by a user through the use of the www.whatsales.io Website including loss of data or information or any kind of financial or physical loss or damage.
In no event shall WorxDesk Ltd, nor its Owner, directors, employees, partners, agents, suppliers, or affiliates, be accountable for any indirect, incidental, special, eventful or exemplary costs, including without limitation, loss of proceeds, figures, usage, goodwill, or other intangible losses, consequential from (i) your use or access of or failure to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content attained from the Service; and (iv) unlawful access, use or alteration of your transmissions or content, whether or not based on guarantee, agreement, domestic wrong (including carelessness) or any other lawful concept, whether or not we’ve been aware of the possibility of such damage, and even if a cure set forth herein is originated to have futile of its important purpose.

NO RESPONSIBILITY

We are not responsible to you for:

  • any reliance that you may place on any material or commentary posted on our website. Please note that nothing contained in our website or the material published on it is intended to amount to advice on which you should rely; or
  • any losses you suffer because the information you put into our website is inaccurate or incomplete; or
  • any losses you suffer because you cannot use our website at any time; or
  • any losses you suffer through connecting to any linked third party websites or any statements, information, content, products or services that are published on, or may be accessible from, any linked third party website and we do not guarantee that they are free from viruses or anything else that could be infectious or destructive; or
  • any errors in or omissions from our website; or
  • any losses you may suffer by relying on any commentary, postings or reviews (of our services or that of our partners) on our website; or
  • any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any material posted on it, or on any website linked to it; or
  • the privacy policies and practices of other linked third party websites, even if you access them using links from our website; or
  • any unauthorised access or loss of personal information that is beyond our control.

THIRD PARTY LINKS

The Website may comprise links to external or third-party Websites (“External Sites”).  These links are provided exclusively as ease to you and not as an authorization by us of the content on such External Sites.  The content of such External Sites is created and used by others.  You can communicate the site administrator for those External Sites.  We are not accountable for the content provided in the link of any External Sites and do not provide any representations about the content or correctness of the information on such External Sites.  You should take safety measure when you are downloading files from all these Websites to safeguards your computer from viruses and other critical programs.  If you agree to access linked External Sites, you do so at your own risk.

PERSONAL INFORMATION AND PRIVACY POLICY

By accessing or using this Website, you approve us to use, store or otherwise process your personal information as per our Privacy Policy.

ERRORS, INACCURACIES AND OMISSIONS

Every effort has been taken to ensure that the information offered on this Website is accurate and error-free. We apologize for any errors or omissions that may have occurred. We cannot give you any warranty that usage of the Website will be error-free or fit for purpose, timely, that defects will be amended, or that the site or the server that makes it available are free of viruses or bugs or signifies the full functionality, accuracy, reliability of the Website and we do not make any warranty whatsoever, whether express or implied, relating to fitness for purpose, or accuracy.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

THE WEBSITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVERS OR ITS CONTENT OR SERVICE ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL LICENSES OR WARRANTIES, INCLUDING, BUT NOT LIMITED TO, LICENSES OR WARRANTIES OF TITLE, MERCHANTABILITY, NON-VIOLATION OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A MATTER OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN RELATION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY UNINTENDED, INCIDENTAL, OR SUBSTANTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS STOPPAGE RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, EVEN IF WE HAVE BEEN RECOMMENDED OF THE POSSIBILITY OF SUCH DAMAGES.
THE WEBSITE MAY COMPRISE TECHNICAL INCORRECTNESS OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT ACCOUNTABLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS RECORDED ON THE WEBSITE.  THE WEBSITE MAY CONTAIN INFORMATION ON CERTAIN SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION.  A REFERENCE TO A SERVICE ON THE WEBSITES DOES NOT SUGGEST THAT SUCH SERVICE IS OR WILL BE ACCESSIBLE IN YOUR LOCATION.  WE RESERVE THE RIGHT TO DO CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.

 COPYRIGHT AND TRADEMARK

The Website contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other the material provided by or on behalf of us (collectively referred to as the “Content”).  The Content may be possessed by us or third parties.   Unauthorized use of the Content may infringe copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not take the Content except as allowed under this Agreement.  No other use is allowed without prior written consent from us.  You must recollect all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  You may not transfer, provide license or sub-license, sell, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited.
If you infringe any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.
Our trademarks, service marks, and logos used and displayed on the Website are registered and unregistered trademarks or service marks of us.  Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with us, the “Trademarks”).  Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.    None of the Content may be retransmitted without our express, written consent for each and every instance.

INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your misuse of the Content or the Website.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

MISCELLANEOUS

SEVERABILITY

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

TERMINATION

Term. The Services will be provided to you can be cancelled or terminated by us. We may terminate these Services at any time, with or without cause, upon written notice. We will have no liability to you or any third party because of such termination. Termination of these Terms will terminate all of your Services subscriptions.
Effect of Termination. Upon termination of these Terms for any reason, or cancellation or expiration of your Services: (a) We will cease providing the Services; (b) you will not be entitled to any refunds or usage fees, or any other fees, pro-rata or otherwise; (c) any fees you owe to us will immediately become due and payable in full, and (d) we may delete your archived data within 30 days. All sections of the Terms that expressly provide for survival, or by their nature should survive, will survive termination of the Terms, including, without limitation, indemnification, warranty disclaimers, and limitations of liability.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement.

GOVERNING LAW AND JUDICIAL RECOURSE

The terms herein will be governed by and construed in accordance with the Laws of England and Wales without giving effect to any principles or conflicts of law. The Courts of England and Wales shall have exclusive jurisdiction over any dispute arising from the use of the Website.

 FORCE MAJEURE

We will have no liability to you, your users, or any third party for any failure us to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of us, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.

HOSTING SERVICES

We have entered into arrangements with one or more third parties for hosting services that are essential to the Services incorporated within the Services and without which the Services could not be provided to you.

ASSIGNMENT

The Company shall have the right to assign/transfer these presents to any third party including its holding company, subsidiaries, affiliates, associates and group companies, without any consent of the User.

DISCLAIMER

The information contained in this website is for general information purposes only. The information is provided by https://whatsales.io (“WorxDesk Ltd” or “we”).

Whatsales.io is a business analytics software that connects all your marketplaces, websites and ad sources into one unique platform and app.

You understand and agree that we (a) do not guarantee the accuracy, completeness, validity, or timeliness of information listed by us or any third parties; and (b) shall not be responsible for any materials posted by us or any third party and (c) shall not be liable for the quality or expectation for a purchased products. You shall use your own judgment, caution, and common sense in evaluating any prospective methods or offers and any information provided by us or any third party.
Further, we shall not be liable for direct, indirect consequential or any other form of loss or damage that may be suffered by a user through the use of the www.whatsales.io Website including loss of data or information or any kind of financial or physical loss or damage.
We are not liable and responsible for your store or the performance of your store and we will never look into the products, settings or management of your store we are only integrating the store permissions to our website and/or Mobile Application.
We shall not be responsible for any loss of data, property, stock while using our service.
We are not responsible to you for:

  • any reliance that you may place on any material or commentary posted on our website. Please note that nothing contained in our website or the material published on it is intended to amount to advice on which you should rely; or
  • any losses you suffer because the information you put into our website is inaccurate or incomplete; or
  • any losses you suffer because you cannot use our website at any time; or
  • any losses you suffer through connecting to any linked third party websites or any statements, information, content, products or services that are published on, or may be accessible from, any linked third party website and we do not guarantee that they are free from viruses or anything else that could be infectious or destructive; or
  • any errors in or omissions from our website; or
  • any losses you may suffer by relying on any commentary, postings or reviews (of our services or that of our partners) on our website; or
  • any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any material posted on it, or on any website linked to it; or
  • the privacy policies and practices of other linked third party websites, even if you access them using links from our website; or
  • any unauthorised access or loss of personal information that is beyond our control.

General:
The website, its content and service are provided on an “as is” and “as available” basis without any warranties of any kind, including that the website will operate error-free or that the website, its servers, its content or its service are free of computer viruses or similar contamination or destructive features. Although we seeks to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access to our services, and there may at times be inadvertent technical or factual errors or inaccuracies.

  • No warranties.

We specifically (but without limitation) disclaims

    • Any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement; and
    • Any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any/all damages that may result from your use of or access to the services. We shall not be responsible for the loss of, damage to, or unavailability of any information you have made available through the services, and you are solely responsible for ensuring that you have backup copies of any information you have made available through the services.
  • No guarantee of accuracy.

We does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the services.

  • No warranties regarding third parties. We makes no representations, warranties, or guarantees, express or implied, regarding any third party service or advice provided by a third party.

 

Every effort is made to keep the website up and running smoothly. However, we takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
If you require any more information or have any questions about our site’s disclaimer, please feel free to contact us by email at hello@localhost.

END USER LICENSE AGREEMENT

WorxDesk Ltd (Company) and You (“Licensee”) agree to the terms of this Agreement (as defined below).
By downloading, installing, copying, accessing or using this software, Licensee agrees to this Agreement. If Licensee is accepting this Agreement on behalf of another person or other legal entity, Licensee represents and warrants that Licensee has full authority to bind that person or legal entity to this Agreement. Licensee must ensure that End Users (as defined below) comply with this Agreement and is responsible for End Users’ compliance with or breach of this Agreement. If Licensee does not agree to this Agreement, Licensee must:
• not download, install, copy, access or use the Software; and
• Promptly return the Software and proof of entitlement to the party from whom Company acquired the Software.
BY USING THIS SOFTWARE AS A SERVICE (“SERVICE”), YOU DE-FACTO ARE LEGALLY BOUND BY THE FOLLOWING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE AND CONTACT THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS NOTICE, USING THE SERVICE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THE AGREEMENT.

DEFINITIONS:

    •  “Affiliates” refers to any corporation, authorized agencies and officials, association, or other entity that directly or indirectly owns, is owned by,  is under common ownership or working with either Party, respectively, either currently or during the term of this Agreement. As used in this definition, the terms “owns”, “owned”, or “ownership” mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.
    • Claim” shall mean any liability, suits, claims, actions, proceedings, losses, damages, judgments and reasonable costs.
    • Documentation” shall mean the instructions and/or user manuals that describe installation, use, and/or operation of the Service.
    • “Intellectual Property Rights” shall mean copyright, patents, designs, trademarks, trade names, goodwill rights and trade secrets.
    • EULA” stands for End User License Agreement.
    • License Term” shall be for a limited period specified in the Agreement, unless otherwise provided.
    • Software” means and includes the instructions, programs and the software, called __________ _____________________________ including all extensions, additions, modifications, upgrades, updates and enhancements thereto.
    • Authorised User” shall mean any Licensee employee, officials, Authorised Agencies, contractor or supplier. Licensee shall ensure that any person having access to or use of the Service provided to Licensee under this Agreement is subject to an obligation of confidentiality with respect thereto at least as restrictive as the confidentiality obligations set forth in clause 6 of this Agreement.

DELIVERY:

The Service (including any enhancements, upgrades or updates) shall be transmitted by the Company to the Licensee through a system software, and mobile application.

TERM AND TERMINATION:

    • The term (“Term”) of this Agreement shall commence from the date of execution of this Agreement and shall continue till it is terminated by either Party.

 

Either party may terminate the Agreement at any time by ceasing the use of the Software and promptly destroying and deleting all copies, including any documentation. The Licensee shall not be entitled to any refund of the license fee.

After termination, Licensee’s account information, order details and service requests shall be rendered at any given time at Company’s discretion, provided that we provide Licensee with the reason for any alteration.

    • The provisions which, by their nature are meant to survive the termination of this Agreement, shall survive for a period of two (02) years from the expiry or termination of this Agreement.

 

LICENSE:

    • Grant of license:
      • Subject to the terms and conditions of this Agreement Company hereby grants Licensee a non-exclusive, non-transferable, revocable license to use the Software and Service for the Term.
      • The Licensee shall be provided access to the Software and the Service, and the Licensee may authorize its employees to access it. Licensee shall be responsible for use or misuse of the Software and Services by its Authorized Users.
      • The Licensee understands and acknowledges that the Licensee shall not have the right to sublicense or re-distribute the Service to third parties.
      • Nothing in this Agreement shall be considered as a grant of title or ownership in the Service to the Licensee.

Maintenance & Support:

Licensee acknowledge that while the Company may, at its sole discretion, provide maintenance and support for the Service from time to time, the Company shall have no specific obligation whatsoever to furnish such services to you.

Marketing

Licensee hereby grants Company the right to use the name and service marks of Licensee in its marketing materials or other oral, electronic, or written promotions, which shall include naming Licensee as a Licensee of Company and a brief scope of services provided. Any use of Company logos or links on Licensee’s Product must be approved in writing by Licensee. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.

Updates/ Upgrades:

In the event that the Company launches new updates/upgrades of the Service, the Licensee may subscribe to such upgrades/updates. In case Licensee chooses not to update/upgrade, certain features or functionality shall not be accessible to such Licensee. In the event that the features made available through the Service require substantial modifications or additional services then the Licensee shall be required to pay charges as intimated by the Company from time to time.

Obligations of Licensee:

 

      • Licensee undertakes to prevent unauthorized access to, or use of, the Service. Licensee shall report to Company immediately and stop immediately any copying or distribution of the Service that is known or suspected by Licensee.
      • Licensee shall be solely responsible for providing all relevant data required for the proper operation of the Service. Licensee shall be solely responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership or right to use such data.
      • Company is under no obligation and shall not be liable to review such data for accuracy, acceptability or potential liability. Licensee grants to Company all necessary licenses in and to such data solely as necessary for Company to provide the Service to Licensee.

FEE AND PAYMENT:

    • The Company licenses the Service under this Agreement to the Licensee for an annual subscription fee (“Fee”) as set out by the Company on the Website. Company reserves the right to revise the Fee at its sole discretion with or without notice to the Licensee.
    • Taxes: Licensee shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement and the use of the Service.
    • In the event that the Licensee fails to make payments towards the Fee or the renewal Fee thereof, as and when they become due, the Company shall terminate the access of the Service to the Licensee.
    • Payment: The Fees shall be invoiced in advance of each covered year, and Licensee shall pay each such invoice within thirty (30) days of Licensee’s receipt thereof.  Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid.  Licensee will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Company to collect any amount that is not paid when due.  Failure of Licensee to make any payment of Fees when due, shall be deemed a material breach of this Agreement and Company shall have the right (in addition to any other rights or remedies it may have) to immediately and without notice suspend the Services (in whole or in part). All payments shall be made in Indian Rupees and shall not be subject to set-off for any claims against Company.

 

CONFIDENTIALITY:

    • The Licensee shall keep all information including but not limited to Service, Documentation or any other documentation, methods, processes, data of the system shared with respect to the Agreement as proprietary of the Company and treat the same as confidential and shall not disclose such information to any third party, except, disclose pertinent aspects of the Agreement to government and / or regulatory authorities, as required by law.
    • Licensee shall not disclose, provide or otherwise make available the Service to any person other than the employees, Officials and authorized agencies of Licensee whose use of or access to the Service is necessary in connection with Licensee’s exercise of its rights granted under this Agreement.
    • Licensee shall not use the Service for any purpose not expressly permitted by this Agreement.
    • Licensee shall use all commercially reasonable precautions to protect the confidentiality of the Service, and shall secure from all employees, officials, authorized agencies, agents or independent contractors having access to the Service agreements, at least as protective of the Service as the provisions of this clause 6, to maintain the Service in confidence.

INTELLECTUAL PROPERTY RIGHTS:

    • Any and all rights to the Service, its contents and any Documentation provided therewith, including title, ownership rights and Intellectual Property Rights therein shall remain the sole and exclusive property of the Company and/or its suppliers or its affiliates. Licensee shall not own any Intellectual Property Rights with respect to the Service, customization, training material and accompanying Documentation, including Company’s confidential information under this Agreement. Licensee shall own all Intellectual Property Rights with respect to data and other relevant information provided by Licensee.
    • Notwithstanding anything contained in this Agreement or otherwise, nothing in this Agreement shall be construed as a transfer in the Intellectual Property Rights of the Company to the Licensee.
    • The Licensee shall not use the Intellectual Property Rights of the Company without the prior written consent of the Company. Contravention of this provision shall be construed as a material breach of this Agreement.

 

DISCLAIMER OF WARRANTIES:

8.1    Licensee hereby expressly agrees and acknowledges that, except as provided in this Agreement, the Service is provided “as is” and “as available” without any representations, conditions, warranties or covenants whatsoever with respect to the Service, including without limitation, any express, statutory or implied representations, warranties or conditions of merchantability, merchantable quality, satisfactory quality or fitness for a particular purpose, or arising otherwise in law or from a course of dealing or usage of trade, all of which are expressly disclaimed and excluded. The Company does not warrant that the Service shall be error free or will perform in an uninterrupted manner.

  • INDEMNITY:
    • Licensee shall, defend, indemnify and hold harmless Company from any third party claims arising out of:
      • misuse of the Service;
      • breach of terms of this Agreement;
      • breach of applicable laws;

 

    • This indemnity shall survive the termination of this Agreement.
  • LIMITATION OF LIABILITY:
    • IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE LICENSEE OR A THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE LICENSEE OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
    • IN ANY EVENT, COMPANY’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM COMPANY’S NEGLIGENCE, SHALL NOT BE IN EXCESS OF THE PRORATED AMOUNT OF FEES PAID TO COMPANY HEREUNDER IN PRECEDING THREE (03) MONTHS OF THE EVENT WHICH IS GIVING RIGHT TO SUCH CLAIM. THE FOREGOING LIABILITY CAP SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

 

  • NON COMPETE

During the Term of this Agreement and for a period of 2 (two) years after the termination of this Agreement.     Licensee shall not engage in any activity that competes with the business, proposed business or business interests of Company, and Licensee will not assist any other person or entity in doing so, without Company’s prior written consent.

 

  • ARBITRATION:

In the event of any dispute arising out of or in relation to this Agreement, the Parties shall try and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration to a sole arbitrator, mutually appointed by the Parties. In the event that the Parties cannot agree upon a sole arbitrator, each Party shall appoint an arbitrator and the two arbitrators shall mutually appoint the third presiding arbitrator.

  • GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed under the laws of England and Wales. Subject to arbitration clause above, any dispute arising out of or in relation to this Agreement shall be submitted to the sole jurisdiction of the courts of law at England and Wales.

  • FORCE MAJEURE:

Without limiting the foregoing, under no circumstances shall Company be held liable for any damage or loss due to deficiency in performance of the Service resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, power failures, internet outage, or any other government regulations, floods, storms, electrical failure, civil disturbances, riots.

  • MISCELLANEOUS:
    • Notices: Any and all notices that either Party is required or may desire to give to the other Party hereunder, shall be given by addressing the communication to the address set forth at the start of this Agreement, and shall be served by certified or registered post. Any change to the abovementioned address shall be informed to other Party in writing, within thirty (30) days of such change.

No Assignment: Neither Party may assign its rights under this Agreement without the prior written consent of the other Party. The Licensee shall not sub-contract any of its obligations (or part thereof) under this Agreement to any third party without the prior written consent of the Company.

Severability: The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision (or part thereof) of this Agreement shall in no way affect the validity or enforceability of any other provision (or remaining part thereof).

Waiver: No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.

Amendment: This Agreement may not be altered, or modified except by a written agreement or addendum signed by authorized representatives of the Parties.

Entire Agreement: This Agreement contains the entire agreement and understandings by and between the Parties with respect to the covenants herein described, and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force or effect.

 

 

CONTACT INFORMATION

If you have any questions about these Terms, please contact us at hello@localhost.

WhatSales is the trading name of WorxDesk Ltd

Kemp House
152-160 City Road
London
EC1V 2NX
United Kingdom