TERMS OF SERVICE

Please read these terms of service carefully before using the services provided vide Mobile Application “OLOUS” operated by VADCORE Pvt. Ltd.

The Terms of Service Agreement (“Agreement”) is entered into by and between VADCORE Pvt. Ltd. having its office at Olous House, Off Pan Card Club Road, Pune 411 045, India and you and is made effective as on date of Use of Services provided by us via our mobile application “OLOUS”

The terms “we”, “us” or “our” shall refer to VADCORE Pvt. Ltd. and Olous. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services.

ABOUT OLOUS: Olous is a virtual platform for Design, Construction & Real Estate Industry for knowledge share and network and it provides free access for users of the industry to gain, share knowledge and network.

Olous through its platform is providing certain paid and unpaid services to the users of the platform, the Services in detail are as mentioned in Annexure-1 of this Agreement. By availing these services, the user hereby agrees to the following terms of service which are duly binding upon him/her

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT USE THE SERVICES

• DEFINITIONS
  • 1.1 “Agreement” means these Terms of Service along with its Annexures, Exhibits, inter-alia.
  • 1.2 “Affiliate”of the User shall mean an entity directly or indirectly controlling, controlled by or under common control with the User where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority; provided that such entity shall be considered an Affiliate only for the time during which such control exists.
  • 1.3 “Authorized User”shall mean any of your employee, contractor or supplier. You shall ensure that any person having access to or use of the Services provided to you under this Agreement shall have such access in compliance of the terms of this Agreement is subject to an obligation of confidentiality with respect thereto at least as restrictive as the confidentiality obligations set forth in this Agreement.
  • 1.4 “Confidential Information”means any information, which shall include but is not limited to, all material and information supplied by any party which has or will come into other party"s possession or knowledge of such other party in connection with its performance hereunder, including, without limitation, computer programs, technical drawings, algorithms, know-how, processes, designs, reports, specifications, ideas, trade secrets, inventions, schematics, pricing information, and other technical, business, financial, customer and product development plans, strategies or any other information disclosed by or related to the Customer, or where such information is reasonably understood to be confidential or proprietary based on the circumstances of disclosure or the nature of the information itself.
  • 1.5 “Effective Date” is the date on which the Services are first availed by you
  • 1.6 “Intellectual Property Rights”means any and all current and/or future intellectual property rights, including (i) all forms of copyright and authors rights (including any and all rights that may be considered financial rights), database rights and rights in patents, designs, inventions, utility models, trade names, trademarks, service marks, rights in trade dress or get-up, goodwill, domain names, website addresses (URL), know-how, trade secret, rights to sue for passing off, unfair competition rights, moral rights and Confidential Information (whether registered or unregistered); (ii) applications for registration, renewals or extensions, and the right to apply for registration, renewal or extensions, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection (whether registered or unregistered), existing anywhere in the world from time to time.
  • 1.7 “Services”shall mean both paid and unpaid services provided by us on Olous’s platform as mentioned in Annexure-1 of this Agreement.
  • 1.8 “Service Plan”shall mean the paid services as availed by you from among the Services provided by us on Olous’s platform.
• USE OF SERVICE
  • 2.1 GENERAL:
    • 2.1.1 Subject to the conditions mentioned in this Agreement, we are providing Services as mentioned in Annexure-1 which may be availed by you at your sole discretion
    • 2.1.2 The term of the paid services availed by you shall be limited to the time as stated in the said Service plan whereby you may renew such service plan upon making the requisite payment to us;
    • 2.1.3 You understand and agree that the terms of each Service Plan as availed by you shall also be applicable along with the general terms of this Agreement
  • 2.2 PAYMENT, REFUND AND CANCELLATION POLICY:
    • 2.2.1 We provide multiple service plans and payment options to a user whereby by choosing and signing up for a specific service plan, you shall be required to make requisite payment as per the Service Plan availed by you
    • 2.2.2 Payments will be charged on a pre-pay basis on the day you sign up for a service plan and will cover the use of that service for the subscription period as indicated in the said service plan;
    • 2.2.3 The Service shall be discontinued upon non-payment of renewal fee for the said service plan. Service plans can be cancelled at any time by contacting us at the given contact details
    • 2.2.4 Subscription fees are non-refundable and will not be refunded in a pro-rated manner even for the cancellation of an annual service plan.
    • 2.2.5 Taxes: You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement and the use of the Services.
• USER OBLIGATION
  • 3.1 User Account: In order to use the Service/s, you are required to register and create a User Account with password (“User Account”). At the time of registration, you shall be required to share information which may include personal information (“Personal Information”) including but not limited to information regarding you e-mail ID, name, and other relevant details. You agree that any registration information provided by you shall always be accurate, correct and complete. This is important, because we may send notices, statements and other information to you by email or through your account. You will keep all of yours Authorized Users passwords and usernames confidential and will not share them with third parties. You are responsible for all actions taken through your accounts. You shall be solely liable for the accuracy of the content you provide us or post on the platform of Olous and we do not have any liability with regard to the satisfaction and liability of the result thereby.
  • 3.2 Conduct and Rules: You agree and undertake to use the Services strictly abiding by the following principles:
    • 3.2.1 You shall not access, send, receive, display, disclose, or store any content in violation of any copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property right or in violation of any applicable agreement, or without authorization;
    • 3.2.2 You will not reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information obtained us in any manner whatsoever
    • 3.2.3 You will not collect or store data about other users;
    • 3.2.4 You will not attempt or otherwise impersonate another person during the use of Services;
    • 3.2.5 You will not violate any law currently in force in India or outside which includes that you shall not upload and/or post any content on the platform that violates or infringes any statutory or common law right of any person. In case of any such act of yours, you shall be solely liable for the consequences of the same and liable to indemnify us for any and all damages suffered by us on account of such act of yours;
    • 3.2.6 You will not interfere with another user’s use of the platform and Services;
    • 3.2.7 You agree to use the Services and the materials provided therein only for purposes that are permitted by: (a) the Terms; and (b) any applicable law, regulation or generally accepted practices or guide in the relevant jurisdictions;
    • 3.2.8 You shall not interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization;
    • 3.2.9 You shall not disseminate or transmit any virus, worms, trojan horse or other malicious, harmful or disabling data, work, code or program or hamper with the software of the platform in any manner whatsoever
    • 3.2.10 You shall not engage in any other activity deemed by us to be in conflict with the spirit or intent of the Agreement or any other policy of ours and the platform as examples listed hereby are not exhaustive.
    • 3.2.11 You may not use the platform and the services provided by us to substantially replicate the platform or services offered by us, including the creation of a separate application or platform substantially similar to Olous’s environment. If we determine or believe, in our sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access our platform and services may be temporarily or permanently revoked, with or without notice.
  • 3.3 Additional Obligations: You undertake that you shall not do any act or post, display, upload, modify, publish, transmit, update or share any information that:
    • 3.3.1 Belongs to another person and to which you do not have any right;
    • 3.3.2 Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another"s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
    • 3.3.3 Infringes any patent, trademark, copyright or other intellectual proprietary rights of any third party;
    • 3.3.4 Violates any law for the time being in force;
    • 3.3.5 Impersonates another person;
    • 3.3.6 Harms minors in any way;
    • 3.3.7 Deceives or misleads the addressee about the origin of such messages or communicates any information that is grossly offensive and menacing in nature;
    • 3.3.8 Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or cause incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
  • 3.4 You are also prohibited from:
    • 3.4.1 Violating or attempting to violate the integrity or security of the Platform;
    • 3.4.2 Transmitting any information, including job posts, messages, hyperlinks etc. on or through the Platform that is disruptive or competitive to the provisions of the Platform;
    • 3.4.3 Intentionally submitting on the platform any incomplete, false or inaccurate information;
    • 3.4.4 Making any unsolicited communications to other Users of the Platform;
    • 3.4.5 Copying or plagiarizing in any manner any of the Content or information available from the Platform.
  • 3.5 It is hereby understood and agreed that we reserve the right to terminate any User Account if the same violates any terms or guidelines for use of platform or Services at our sole discretion without any notice to the User.
• USE OF INFORMATION
  • 4.1 The information as provided by you to us for the purpose of this Agreement is governed by our Privacy Policy as mentioned on our Platform. By agreeing to this Agreement, you hereby acknowledge and accept our Privacy Policy as well.
• OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
  • 5.1 All Intellectual Property Rights of the Parties used in furtherance of this Agreement including without limitation the content available on the platform and the content posted by the user on the platform shall vest with the respective Parties. In the absence of express words to the contrary, nothing in this Agreement shall be interpreted as giving either Party any rights in the other Party’s intellectual property;
  • 5.2 The user hereby grants us an irrevocable license to use its trade mark – user name and other content posted by it on the platform solely for the purpose of marketing of Olous.
  • 5.3 Whereby any intellectual property is developed by us for you, it is understood that we shall remain the owner such intellectual property and you shall have a license to use the same for the term and as per conditions mentioned in the Service Plan availed by you.
• CONFIDENTIALITY
  • 6.1 You understand and acknowledge that you may, during the course of this Agreement, acquire information or knowledge about us that tantamount to Confidential Information. Thereby you agree that during the term of this Agreement and for so long thereafter as such information remains confidential or proprietary to us, you will treat all such information as confidential and will not disclose any such information to any third party nor use such information other than in the pursuance of the objectives of this Agreement;
  • 6.2 You acknowledge that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by you, we shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
• TERMINATION
  • 7.1 You are free to avail the unpaid services on the platform as long as you follow the user conduct as per the terms of services and other applicable policies for the use of platform, however, your access to paid services shall only be limited to the time period as applicable and availed by you in the concerned Service Plan.
  • 7.2 You may terminate the use of the platform and services by sending us a 15 day prior notice to us via mail as well as hard copy. The notice period shall commence from the date of acknowledgment of such notice by us.
  • 7.3 We may suspend or terminate this Agreement and your account, with respect to the use of platform, if you fail to comply with the terms and conditions of this Agreement and other applicable policies, including any failure to pay fees when due. We may terminate any free account or evaluation usage at any time in its sole discretion.
  • 7.4 Failure to comply with this Agreement in our reasonable judgment may result in the immediate termination of Services, responding to law enforcement requests, or any other action deemed necessary by us in order to protect our network, customer relationships, and commitment to the highest possible quality of Service. We will cooperate with law enforcement in cases where the Service/s are being used you for any suspected illegal activity.
• WARRANTY AND LIMITATION OF LIABILITY
  • 8.1 GENERAL: Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if user is an entity, and this Agreement is entered into by an employee or agent of such party, the said employee or agent has all necessary authority to bind such party to the terms and conditions of this Agreement. By executing this agreement, you agree to the terms and condition mentioned herein. if you are accepting this agreement on behalf of an employer or institution, the employer or institution shall be liable for all acts of yours and shall be a deemed user on behalf of you.
  • 8.2 DISCLAIMER OF WARRANTY: You hereby expressly agree and acknowledge that, except as provided in this Agreement, the Services are provided "as is" and “as available” without any representations, conditions, warranties or covenants whatsoever, 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. We do not warrant that the Services shall be error free or will perform in an uninterrupted manner.
  • 8.3 Without limiting the foregoing, we and our third-party suppliers/licensors make no representation, warranty or guarantee:
    • 8.3.1 As to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any results of the Services or any content therein or generated therewith;
    • 8.3.2 We and our third-party licensor/suppliers shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control
  • 8.4 You understand and agree that your indulgence in business activities or business relationship with any party by means of our platform is independent of our concern and we are hereby only acting a facilitator. Therefore, we are not liable for any disputes arising between you and such business client of yours unless the complaint is on account of violation of guidelines of the use of platform whereby we may, at our sole discretion decide to look into the matter.
• INDEMNIFICATION
  • 9.1 You shall indemnify, defend and hold us harmless from and against any and all claims arising out of your use or misuse of the Services, your breach of terms of this Agreement, breach of applicable laws, breach of our privacy policy or any other actions or omissions in connection with your use of the Services and indemnify and hold us (including its subsidiaries, affiliated companies, officers, agents, employees, advertisers and partners) harmless from and against all losses (including direct and indirect losses and damages however characterized) and all expenses therefrom (including legal cost, appraisal fee, and attorneys fee, other third-party professional agencies fee, etc.) where liabilities, damages (actual or indirect), losses and expenses (including legal and other disciplinary fee) are incurred by us. In the event of such claims, we will send you the notification on such claims, litigations and actions according to your contact information in your account. Even if you fail to receive such notification, your indemnification obligations hereunder shall not be eliminated or mitigated thereby. This indemnity shall survive the termination of this Agreement.
  • 9.2 You shall be liable to indemnify us and our Affiliates if any claim is brought against us on account of your activities with parties you have associated with via means of our platform. We are not liable for any infringing / unsuitable acts or activities of yours.
• THIRD-PARTY CONTENT
  • 10.1 The platform and services provided by us may have links to third-party websites or resources, where said third parties may include individuals and entities affiliated with us. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of any such third-party websites or resources, or the Content, products, services and other information on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the Content, products, services, and other information available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
  • 10.2 Payment Gateway: The platform may have a payment gateway portal for the purpose of you availing paid services as provided by us whereby the the modes of payment may include payment by UPI, NEFT, Credit Card, Debit Car, inter-alia
  • 10.3 The service is provided using a payment gateway service provider through a secure website. However, neither the payment gateway service provider nor we give any assurance, that the information so provided online by a user is secured or may be read or intercepted by a third party. We do not accept or assume any liability in the event of such unauthorized interception, hacking or other unauthorized access to information provided by a user of the service.
  • 10.4 We and the Payment Service Provider(s) assume no liability whatsoever for any monetary or other damage suffered by the you on account of:
    • 10.4.1 The delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Payment Gateway or Services in connection thereto; and/ or
    • 10.4.2 Any interruption or errors in the operation of the Payment Gateway.
• GOVERNANCE AND COMPLIANCE LAW
  • 11.1 You shall abide by all applicable local, state, national and foreign laws, rules, treaties and regulations in connection with its use of the Services, including those related to intellectual property rights, data privacy, international communications and the transmission of technical or personal data. You acknowledge that we may discontinue provision or performance of the Services following any changes in any relevant applicable law, which in our understanding and sole discretion makes performance impossible, or illegal.
  • 11.2 This Agreement shall be governed by and construed under the laws of India. Subject to arbitration clause, any dispute arising out of or in relation to this Agreement shall be submitted to the sole jurisdiction of the courts of law at Pune, Maharashtra.
  • 11.3 DISPUTE RESOLUTION
    • 11.3.1 The parties agree to attempt to resolve disputes without extended and costly litigation. The following steps to dispute resolution are to be followed:
      • 11.3.1.1 Verbally communicate dispute to other party;
      • 11.3.1.2 Communicate dispute to other party in writing;
      • 11.3.1.3 Respond in writing to any written dispute from other party within 15 days of receipt;
      • 11.3.1.4 If satisfactory resolution does not occur within 45 days of initial written notification of the dispute, and if both parties do not mutually agree to a time extension, then Parties will hire a mutually agreed upon certified mediator, the cost of which will be shared by both parties; and,
      • 11.3.1.5 If resolution is still not obtained within 30 days of a mediation session and if both parties do not agree to a time extension, then Parties agree to enter into binding arbitration with a mutually agreed upon, certified, arbitrator, the cost of which will be shared by both parties.
    • 11.3.2 The arbitration will be conducted in accordance with the commercial arbitration rules, regulations, and procedures of the Arbitration and Conciliation Act, 1996 then in effect. The arbitration will be held and the award deemed made in Pune, Maharashtra. The parties agree to be bound by the decision of the arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction. The language shall be English, and the governing law shall be as specified in this part.
• MISCELLANEOUS
  • 12.1 Entire Agreement: This Agreement along with the Terms & Conditions, Privacy Policy and any other prevailing policy of ours and the platform shall be binding upon you if you proceed with availing the Services of the Platform.
  • 12.2 Electronic Contracting: Your affirmative act of using, accessing and testing the Platform constitutes your electronic signature to this Agreement, which includes our Privacy Policy, Acceptable Use Policy and Additional Terms, and your consent to enter into agreements with us electronically.
  • 12.3 Severability: If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
  • 12.4 Amendments, Modifications: We reserve the right, at our sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the platform and/or services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features and such new features and/or services shall be subject to the terms and conditions of this Agreement.
  • 12.5 Assignment: You shall not assign its rights under this Agreement without the prior written consent of the other Party. You cannot sub-contract any of your obligations (or part thereof) under this Agreement to any third party in any manner whatsoever.
  • 12.6 General Interpretation: As used herein, “including” (and its variants) means “including without limitation” (and its variants).
  • 12.7 Reporting Violations: Violations of this Agreement are unethical and may be deemed criminal offenses. You shall report to us any information you may have concerning instances in which this Policy has been or is being violated. We may at any time initiate an investigation of any use of the Service for compliance with this Policy and you agree to cooperate.
  • 12.8 Remedies: If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.
  • 12.9 Waiver: No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.
  • 12.10 Relationship Between The Parties: The relationship between Parties shall be on principal-to-principal basis. Each Party is an independent contractor and is not a legal representative, partner or agent of the other Party. Neither Party shall have any right, power or authority, whether express or implied, to create any obligation on behalf of the other Party.
  • 12.11 Force Majeure: We shall not be liable to the you or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any of our obligations if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond our reasonable control:
    • a. Act of God, explosion, flood, tempest, fire or accident;
    • b. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    • c. Acts of restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
    • d. Import or export regulations or embargoes;
    • e. Interruption of traffic, strikes, lock-outs, other industrial actions or trade disputes (whether involving our employees or of a third party);
    • f. Interruption of Service or operation, difficulties in obtaining raw materials labour fuel parts or machinery;
    • g. Power failure or breakdown in machinery.
  • 12.12 Upon the happening of any one of the events set out as above, we may at our discretion:
    • a. Fully or partially suspend delivery of service if such circumstance continues;
    • b. Terminate any Agreement so affected with immediate effect by notifying you thereby we shall not be liable for any loss or damage suffered by you as a result thereof.
• CONTACT US
  • 13.1 If you have any questions about this Agreement, please contact us by email or regular mail at the following address:

  M/S VADCORE PRIVATE LIMITED

  Olous House, Off Pan Card Club Road, Baner, Pune 411 045

  [email protected]

BY USING THE SERVICES PROVIDED BY US, YOU ACCEPT AND AGREE TO THIS AGREEMENT

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