Terms and Conditions
This Contract shall commence on the date on which you Accept these Conditions upon Your registration with Demopundit.com and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
2. PROVISION OF THE SERVICES
2.1 With effect from the Effective Date, Demopundit.com shall, subject to these Conditions:
(a) make available and allow You to access to the Services;
2.2 You acknowledge and agree that it is Your responsibility to ensure that You have appropriate protection for Your computers, software, data and applications including any systems that You use to access the Services of Demopundit.com and that Demopundit.com shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your access of the Services of Demopundit.com.
2.3 You acknowledge that Demopundit.com may immediately by notice in writing to You suspend Your access to the Services (or any part thereof) of Demopundit.com. Further Demopundit.com shall not be liable for any loss or damage You may suffer or incur as a result of the suspension of Your access to the Services (or any part thereof) of Demopundit.com.
2.4 You acknowledge and agree that (i) nothing in this Contract guarantees that the Demopundit.com Services and/or Advertisements will be free from interruption or errors, (ii) there will be periods when the Services or Advertisements are unavailable and cannot be accessed and (iii) Demopundit.com shall not be liable for any loss or damage You may suffer or incur as a result of any Service (or any part of a Service) Advertisements and being unavailable at any time.
2.5 You may use Demopundit.com technology products for obtaining Services including any fixes, updates and upgrades thereto as may be provided by Demopundit.com from time to time.
3. PROPRIETARY RIGHTS
3.1 You acknowledge that You have and obtain no rights in the Services and Advertisements or the Intellectual Property Rights in or relating to them or to receive the Services save as expressly provided in the Contract.
3.2 Demopundit.com grants to You, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to access the Services solely for Your own internal purposes.
4. USE RESTRICTIONS
4.1 You shall not:
by accessing the Services, store, transmit, distribute, disseminate, publish or
post any material in such a way as to breach any applicable law or regulation
or to infringe the rights of, or restrict or inhibit the access to and
enjoyment of the Services by, any other person;
(b) by accessing the Services, deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to Demopundit.com or third party systems;
(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the Demopundit.com or any other software to which You are given access by Demopundit.com, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
assist or attempt to assist any third parties in obtaining access to the
Services or the Demopundit.com;
(e) Re-order, modify, edit obscure or truncate in any way the Demo vidoes including without limitation, the advertising content, graphics, format, audio, video, sequence, or any aspect of Demopundit.com.
(f) Share, display or disclose any Demopundit.com information including Advertisements on any part of Your Network that may be considered to contain any hate-related, pornographic, libelous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights or which are reasonably likely to subject Demopundit.com or its affiliates or advertisers or business partners to negative publicity.
(g) Engage in any Fraudulent Activities or illegal practices.
4.2 You shall be responsible and liable to Demopundit.com for all acts or omissions of Your Personnel in accessing and use of the Demopundit.com services. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.
5. YOUR DATA
5.1 You shall own all rights, title and interest in and to all of Your Data and shall be solely responsible for the legality, reliability, integrity, accuracy and quality of Your Data.
5.2 Demopundit.com shall have no liability to You in the event that Your Data is lost, corrupted or inaccessible (either temporarily or permanently).
5.3 You hereby grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to Demopundit.com to use, copy, modify, amend and create derivative works of Your Data for any purpose connected with the provision of Services by Demopundit.com (including the provision of the Services to third parties).
5.4 If Your Network is based in the US or are targeted to or utilised by end-users based in the US, in addition to complying with applicable laws including Children's Online Privacy Protection Act (“COPPA”), You will ensure that appropriate technical measures have been undertaken, as applicable, in order for Demopundit.com to determine that such mobile application and/or website are directed to children under the age of thirteen (13) including notification to Demopundit.com regarding the nature of such application or website to facilitate Demopundit.com compliance with COPPA. In any event, you will not share any personally identifiable information regarding users of COPPA flagged applications or websites, with Demopundit.com.
6.1 Each party acknowledges that Confidential Information under its control may be disclosed to the other party during the performance of this Contract. Each party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Contract and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than by or to its employees, Affiliates or agents who must have access to the Confidential Information to perform such party’s obligations hereunder. Publisher also acknowledges that Demopundit.com may need to share Publisher information including Confidential Information with third parties (such as its data management partners, licensors, media vendors and/or for API reporting purposes). Provided however, that in each such case, a Party shall ensure that the recipient employees, Affiliates, agents or third parties have each agreed to or shall each agree to be bound by confidentiality obligations no less restrictive than the terms of this Section 8. Each party agrees that it shall not be a breach of this Section 8 to disclose the other party’s Confidential Information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort, at the other party’s sole cost and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding. The confidentiality obligations set forth herein shall continue for two (2) years following termination or expiration of this Contract with respect to Confidential Information. If the Advertisement transmission from Demopundit.com includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as Confidential Information belonging to Demopundit.com.
6.2. Return of Confidential Information. Upon termination of this Contract, or upon disclosing party’s request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing provided however that a party may retain a copy of such Information solely for archival purposes.
6.3 Remedies. Each party acknowledges that any breach of its confidentiality obligations would cause irreparable injury to other party for which monetary damages would not be an adequate remedy. Accordingly, in addition to other available remedies, in the event of such a breach, the non-breaching party shall be entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.
6.4 Each party may disclose the existence of this Contract, but agrees that the terms and conditions of this Contract will be treated as Confidential Information; provided, however, that each party may disclose the terms and conditions of this Contract: (i) as required by law; (ii) as part of filings with any court or governmental entities, including without limitation national securities exchanges; (iii) to legal counsel of the parties; (iv) under the terms and conditions of a non-disclosure contract to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Contract or rights under this Contract; or (vi) under the terms and conditions of a non-disclosure contract, in connection with an actual or proposed merger, acquisition, or similar transaction.
7. DATA PROTECTION & COOKIES
7.1 In the event You are sharing or permitting Demopundit.com to infer fine location of an end-user from WIFI identifiers, You will ensure that You have obtained consent of such end-user prior to sharing or providing such permissions.
7.2 The Parties each acknowledge that You shall be the data controller and Demopundit.com shall be the data processor (as such terms are defined in applicable privacy legislation) in respect of all personally identifiable information processed by Demopundit.com on Your behalf.
7.3 You warrant and represent that (i) any personally identifiable information supplied or disclosed to Demopundit.com under or in connection with the Contract shall be controlled, collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and; (ii) You have obtained (or will obtain) any legally required consents to such control, collection and transfer and the processing of such data and/or any other tracking technology used by Demopundit.com in providing the Services.
7.4 If the demo video transmission from Demopundit.com includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as Confidential Information belonging to Demopundit.com.
8.1 You will indemnify, defend and hold Demopundit.com, its parents, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless, including costs, expenses and attorneys’ fees and other legal costs, from any and all losses, damages, penalties liability, claim or demand made by any third party due to or arising out of: (a) Your use of the Services or Demopundit.com Intellectual Property Rights; (b) any violation of this Contract by You including without limitation breach of representations and warranties and obligations related to confidentiality; (c) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (d) wilful misconduct or gross negligence by You; (e) fraudulent or unlawful act of You. (f) Your breach or alleged breach of any warranties or representations made under Section 9;
8.2 Any claim for indemnification hereunder shall be subject to the following provisions: (i) the You shall be given prompt written notice of the claim by Demopundit.com, provided that any delay in providing notice shall not relieve You of Your indemnity obligations under this Contract unless, and only to the extent, You were prejudiced by the delay; and (ii) Demopundit.com shall reasonably cooperate with You and Your counsel at Your cost and expense. Demopundit.com may participate in the defense and settlement of the claim and using attorneys selected by Demopundit.com. Each party shall make all reasonable efforts to mitigate damages.
9.1 Save as set out in these Conditions or the Contract and to the maximum extent permitted by applicable law, Demopundit.com excludes and disclaims all conditions, terms, representations (other than fraudulent misrepresentations) and warranties relating to the subject matter thereof, whether imposed by statute or by operation of law or otherwise, that are not explicitly stated in the Contract including the implied warranties of satisfactory quality and fitness for a particular purpose.
9.2 Demopundit.com shall not be liable, however that liability arises, for the following losses arising out of or in connection with the Contract: consequential, special, incidental or indirect losses ; loss of profits; loss of revenue; loss of business; loss of technology; loss of opportunity; loss of contracts; loss of anticipated savings; loss of goodwill; or loss of, or damage to, data, even if such loss was reasonably foreseeable or Demopundit.com had been advised or notified of the possibility of You incurring such losses.
9.3 Notwithstanding any provision to the contrary, nothing in these Conditions or the Contract limits or excludes Demopundit.com liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for any liability, which may not be lawfully limited or excluded.
9.4 You acknowledge and agree that the limitations and exclusions of liability contained in these Conditions and the Contract are reasonable in view of the nature and extent of the obligations accepted by each Party under the Contract and the fact that the Services are provided without any monetary charge and that this Condition 11 shall prevail over all other provisions in the Contract.
9.5 If any limitation provision contained in these Conditions or the Contract is held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if a Party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in these Conditions.
9.6 For the purposes of this Condition 11, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.
9.7 Notwithstanding anything else in the Contract, Your liability with regard to Indemnification obligations under Section 10 shall be unlimited.
Either Party may terminate this Contract at any time by providing 15 days’ written notice (email sufficient) to the other party.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Contract for any reason:
All licenses granted by Demopundit.com under this Contract shall immediately
(b) You shall uninstall or otherwise remove any means of access to the Services provided under the Contract including client software provided by Demopundit.com for that purpose;
(c) You shall immediately return any and all of the Confidential Information of Demopundit.com and any and all of the Demopundit.com Material provided to You by Demopundit.com.
11.2 The termination of the Contract shall be without prejudice to any accrued rights and obligations of the Parties arising under the Contract prior to such termination.
11.3 The following Conditions shall survive the expiry or termination of the Contract: (a) 4.2, 5.2, 8, 9, 10, 11, 13, 14 and 15; and (b) any other provision which expressly or by implication is intended to come into effect on, or to continue in effect after such expiry or termination.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
13.1 Assignment and Subcontracting by You: You may not assign the benefit of, or obligations under, this Contract to any third party without the prior written consent of Demopundit.com (which may be delayed or withheld in its discretion).
13.2 Assignment and Subcontracting by Demopundit.com: Demopundit.com shall be entitled freely to assign or subcontract any of its rights or obligations under this Contract.
13.3 No Waiver: The failure of either Party to enforce its rights under this Contract at any time for any period shall not be construed as a waiver of such rights.
13.4 Severability: If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Contract in any other jurisdiction shall not be affected.
13.5 Entire Agreement: This Contract constitute the entire agreement between the parties and supersedes all prior agreements and arrangements (if any) whether written, oral or implied between the Parties relating to the subject matter of this Contract.
13.6 Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of this Contract to the extent that such delay is caused by reason of acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). Demopundit.com shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Demopundit.com reasonable control.
13.7 Amendments: Demopundit.com reserves the right to amend these Conditions at any time on prior written notice to You without incurring any liability to You. All amendments shall take effect immediately on written notice to You. In the event that You object to any amendment to these Conditions made by Demopundit.com, You shall be entitled, during the period of 14 days following notice of the amendment, to terminate this Contract by notice in writing to Demopundit.com. In the event of such termination, clause 12 above shall apply.
14. GOVERNING LAW AND JURISDICTION
14.1 These Conditions, the Contract and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of India.
14.2 Unless otherwise agreed to by parties in an agreement and/or addendum, the Parties irrevocably agree that the courts of the India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions and/or the Contract or their subject matter or formation (including non-contractual disputes or claims).
15. DEFINITIONS AND INTERPRETATION
15.1 Unless the context otherwise requires, the following definitions apply in these Conditions:
o I Accept means Your clicking ‘I Accept’ to signify that you accept these Conditions and agree to this Contract;
o Advertisements: means all the demo videos content provided by Demopundit.com on behalf of publisher on our network;
o Confidential Information means information (including confidential or sensitive commercial; financial; marketing; and/or technical information in written, electronic or any other form or medium) which is marked ‘confidential’ or ‘secret’ or is, by its nature shall be considered confidential by a reasonable prudent person;
o Conditions means these terms and conditions;
o Contract means the agreement formed between You and Demopundit.com, on the terms set out in these Conditions, when you click accept;
o Effective Date means the date on which You Accept these Conditions;
o End User means visitors to the website that comprise.
o Fraudulent Activity includes without limitation, any activities by You that authorize or encourage any third party to: (a) generate impressions of or clicks on any Advertiseme