Name: Gamize
Rating: 4.73 (27 reviews)
Author: Gamize

TERMS OF SERVICE

THESE TERMS OF SERVICE (the “ToS”) apply to the usage of “Gamize” and other allied services (“Services”) offered by OnMobile Global Limited, a company incorporated under the laws of India and having its Registered Office at E City, Tower-1, No. 94/ 1C & 94/2 Veerasandra Village, Attibele, Hobli, Anekal Taluk, Electronic City Phase-1, Bangalore, Pin – 560100, Karnataka, India (hereinafter referred to as the “OnMobile”, which term, unless it is repugnant to the context or meaning thereof, shall mean and include its successors-in-interest, holding company, affiliate, group, subsidiaries, and assigns). This ToS governs how an entity (“Customer”/ “You”/ “Your”) may use the Services to enhance customer engagement with gamification features, and such usage of the Services is subject to explicit acceptance of this ToS. This ToS supersedes all previous oral and/ or written agreement/ terms and conditions, if any, and shall act as a binding agreement between You and OnMobile.

As the context permits, the Customer and OnMobile may hereinafter be individually referred to as a “Party”, and together as the “Parties”.

By registering or using the Services You agree to be bound by the ToS and Your acceptance of the ToS will irrevocably and unconditionally bind you to comply with and abide by all the obligations and conditions stipulated herein (unless otherwise explicitly made optional). After your initial confirmation/ consent, You will be assumed to continue consenting to these ToS until you explicitly withdraw your consent by notifying OnMobile of the same in writing. These ToS supersede all previous oral and written terms and conditions (if any) and shall act as a binding agreement between OnMobile and You.

IF YOU DO NOT AGREE TO BE BOUND BY this ToS, YOU MUST NOT USE THE SERVICES.

OnMobile may at its sole and absolute discretion change or modify any of the provisions of this ToS at any time, by posting changes at the Gamize website, or another URL that OnMobile may provide from time to time. The Customer shall remain solely liable and duty-bound to regularly visit the ToS to review any changes. Changes will not apply retroactively and will become effective no sooner than fourteen (14) days after they are posted. However, changes addressing new functions or changes made for legal reasons will be effective immediately.

The “Last Updated Date” at the top of the ToS indicates when the latest modifications were made to the ToS. By continuing to access and use the Service, You agree to any such modifications. In addition, when using particular services or features, You may be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to the Privacy Policy. All such guidelines or policies are hereby incorporated by reference into these ToS.

1. Definitions
  1. “Account-Related Information” means contact information and biographical information about the Customer’s representatives and contacts used for marketing, opening new user accounts to use the Services, and maintaining existing accounts.
  2. “Affiliate”means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
  3. “Confidential Information” shall mean and include, but not limited to the disclosing Party’s Intellectual Property Rights (as defined herein), software, software architecture and design, algorithms, source codes and object codes, product schematics, employees, its clientele, drawings, data, database, product plans, designs, protocols, prices, finances, marketing plans, business opportunities, personnel related information, sales and customer information, business and business policies, practices and strategies, operations, marketing information, pricing and information relating to the disclosing Party’s business plans including documents, agreements, sales, costs, pricing, financial and tax information, business, marketing and operational projections, plans and opportunities, products information, identification of customers, vendor business records and other books and records relating to the disclosing Party and/ or its affiliates as well as information received from other entities which the disclosing Party is obligated to keep confidential, and research and development results, irrespective of whether developed by OnMobile or Content Provider or their respective employees.
  4. “Content” means and includes all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets, Documentation, Report Templates, Code, and other technologies and information acquired, created, developed or licensed independently by OnMobile, prior to or outside the scope of this ToS, and any improvement, modification, extension or other derivative works thereof and all intellectual property rights thereto, except the Customer Data;
  5. “Customer Content” means: (i) data or content in the Customer Property to which OnMobile has access; and (ii) any other data that the Customer submits to OnMobile or OnMobile generates for the Customer in connection with the use of the Services.
  6. “Customer Data” means all electronic data, information, or other content (including information pertaining to End-Users and the content of any Messages), submitted or provided by or on behalf of a Customer to be stored, collected or processed by us in connection with a Customer’s authorized use of the Services;
  7. “Customer End User Data” means the Customer Content related to the Customer End Users collected or generated by OnMobile, if any, in connection with providing the Services.
  8. “Customer End Users” means users of one or more Customer Properties.
  9. “Customer Property” means a website or mobile application that has OnMobile code embedded in it for the purpose of tracking the usage of the website or mobile application.
  10. “Documentation” means the technical user documentation provided with the Services.
  11. “Intellectual Property Rights” means all intellectual property rights, including but not limited to trade secret and nondisclosure rights; copyrights; trademarks, service marks, trade names, product names, brand names, patents/ patent applications, etc., whether or not such rights are registered or capable of registration, including, without limitation, copyright, reproducing rights, performing rights, communicating rights, adapting rights, circulating rights, protected rights, joint rights, reciprocating rights, infringement rights, broadcasting, and database rights;
  12. “Platform” shall mean the website, dashboard, Mobile libraries, and any other platform that may allow you to access and/ or use the Services via any other device/ medium;
  13. “Service Order” or “SO” means each document described as a Service Order entered into by and between OnMobile and the Customer referencing this ToS which shall govern the specific Services to be performed.
  14. “Services” means Gamize and allied services offered by OnMobile. Services shall also include: a) the service or providing any corresponding SDKs, APIs, documentation, or software that may be made available by OnMobile in connection with such service; b) any onboarding assistance provided; and c) subsequent enhancements, updates, and bug fixes to the foregoing made generally available by OnMobile to its customers.
2. Access to Services:
  The Customer will purchase and OnMobile will provide the specific Services as specified in the applicable SO. The Customer may access and use these Services during the Subscription Term (as defined below) solely for its own use and in accordance with this ToS and/ or any other agreement entered into by and between OnMobile and the respective Customer, the Documentation, and any scope of use restrictions designated in the applicable SO.
3. Permitted Users:
  1. Use of and access to the Services is permitted to the Customer and its authorized users (“Permitted Users”). The Customer has the ability to create as many accounts for Permitted Users as it requires. OnMobile does not restrict the number of Permitted Users on its platform. The Customer will ensure that all Permitted Users keep their user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are intended to be granted to individual, named persons (not roles or groups), and may not be shared. The Customer will be responsible for any and all actions taken using the Customer’s accounts and passwords.
  2. The Customer may permit individuals serving as its independent contractors and consultants who are not competitors of OnMobile (“Contractors”) and individual employees, Contractors, or consultants of Affiliates to serve as Permitted Users, provided the Customer remains responsible for compliance with each such Contractor or Affiliate Permitted User with all of the terms and conditions of this ToS, and any such use of the Services by such Contractor or Affiliate Permitted User is for the sole benefit of the Customer. Use of the Services by Permitted Users of Affiliates, Contractors, and the Customer in the aggregate must be within the restrictions in the applicable SO.
4. Restrictions:
  The Customer will not and will not permit any third party to:
  1. rent, lease, provide access to, resell, or sublicense the Services to a third party or provide the Services to a third party as a managed service;
  2. use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
  3. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by OnMobile;
  4. copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
  5. remove or obscure any proprietary or other notices contained in the Services, including any reports or data printed from the Services; or (f) publicly disseminate information regarding the performance of the Services.
5. Trial Subscriptions:
  If the Customer receives free access or a trial or evaluation subscription to Services (“Trial Subscription”), then the Customer may use the Services in accordance with this ToS. Trial Subscriptions are permitted solely for the Customers to determine whether to purchase a paid subscription to the Services. Certain Trial Subscriptions may include pre-release and beta services or components (“Beta Releases”). Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription. If the Customer does not enter into a paid Subscription Term, then this ToS and the Customer’s right to access and use the Services will terminate at the end of the Trial Period. The Customer understands and agrees that OnMobile reserves the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ToS, ONMOBILE WILL HAVE NO WARRANTY, INDEMNITY, DATA ARCHIVING, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS, AND IF CUSTOMER HAS A TRIAL SUBSCRIPTION, IT WAIVES ALL CLAIMS AGAINST ONMOBILE, ARISING OUT OF THE TRIAL SUBSCRIPTION, THE USE OF THE SERVICE, AND THIS ToS.
6. Privacy:
  OnMobile’s privacy practices regarding Personal Information stored using the Services are governed by the Privacy Policy, as it is amended from time to time, and which is incorporated by reference herein.
7. Rights in Customer Content:
  The Customer will retain all rights, title, and interest (including any and all Intellectual Property Rights) that the Customer may have in and to the Customer Content as submitted to, generated by, or accessed through the Services. Subject to the terms of this ToS, the Customer hereby grants to OnMobile a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Content solely to the extent necessary to provide the Services to the Customer. Once Customer wins the contest, OnMobile retains the right to display the names of the Customer on their various channels, as it may deem fit.
8. Storage by OnMobile:
  The Customer may, at its sole discretion, transfer/ supply various kinds of data in furtherance of availing the Services to OnMobile. The Customer shall, at all times, remain solely and exclusively responsible for the data submitted to OnMobile. Unless otherwise required by the Customer, any and all data shared by the Customer will be retained subject to applicable data retention policies and confidentiality obligations under this ToS. The Customer specifically acknowledges that OnMobile is not obliged to maintain a backup of any data and that OnMobile may not be in a position to restore such data in case deleted at the request of the Customer.
9. Customer Obligations:
  1. The Customer will ensure that the use of Service and Customer’s collection, usage, storage, transmission, and disclosure to OnMobile of all Customer Content are at all times in compliance with all applicable Laws. The Customer is solely responsible for the accuracy and legality of all Customer Content or Customer End User Data. The Customer represents and warrants to OnMobile that Customer has all necessary rights, consents, licenses, permissions, and authority to collect, use, store, transmit, and disclose to OnMobile, all Customer End User Data and other Customer Content as contemplated in this ToS, including, but not limited to granting the rights, as detailed in clause 7 (Rights in Customer Content) to OnMobile.
  2. The Customer must, at all times, ensure that no Customer Content violates or infringe:
    1. any third-party Intellectual Property, publicity, privacy, or other rights; or
    2. any Laws
  3. In furtherance of the provision of the Services, OnMobile may collect certain information and data related to the Customer’s End Users, and as may be provided by the Customer from time to time upon request from OnMobile. Notwithstanding anything contained in this ToS, OnMobile does not control or otherwise approve messages or requests for Customer End User Data made by Customer. Customer shall disclose to its End Users that Customer may collect such Customer End User Data from them in order to use the Customer Property and that such Customer End User Data may be sent to OnMobile through the use of Service. The Customer will provide prominent notice and disclosure of the Customer’s privacy policy and encourage the Customer End Users to review the Customer’s privacy policy and to assess the privacy and security practices of the Customer. To the extent that OnMobile receives any such Customer End User Data, OnMobile shall make reasonable efforts, consistent with the terms of OnMobile’s Privacy Policy to maintain the confidentiality of such the Customer End User Data. OnMobile has no direct relationship with the Customer End User whose Customer End User Data it processes, although will handle the Customer End User data subject access requests in accordance with OnMobile’s Privacy Policy. OnMobile will not review, share, distribute, or reference any such Customer End User Data except as required in order to provide Services to the Customer, if required by the law, or under other circumstances set forth in OnMobile’s Privacy Policy.
  4. The Customer will not use the Services with any Customer Content that:
    1. is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in OnMobile’s discretion;
    2. contains viruses, bots, worms, scripting exploits or other similar materials; or
    3. could otherwise cause damage to OnMobile or any third party.
10. Indemnification:
  1. The Customer will defend, indemnify and hold harmless OnMobile and its Affiliates, and all of their respective officers, directors, agents, employees, successors, and assigns from and against claims, liabilities, losses, actions, judgments, fines, penalties, costs, and expenses (each a “Claim” and collectively, the “Claims”), to the extent they arise out of or result from:
    1. any Customer Content, Customer End User Data or acts or omissions of the Customer that constitute a breach or alleged breach by the Customer of Customer Obligations; or
    2. any service or product offered by the Customer in connection with or related to the Services; or
    3. negligence or willful misconduct; or
    4. breach of any provision of this ToS;
  2. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential loss, damage, cost, or expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has been advised of its possibility.
11. OWNERSHIP
  The Customer agrees and acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this ToS, no ownership rights are being conveyed to the Customer under this ToS. The Customer agrees that OnMobile or its suppliers retain all rights, title and interest, including all Intellectual Property Rights in and to the Services, all Documentation, Services deliverables, and any and all related and underlying technology and documentation, and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “OnMobile Technology”). Except as expressly set forth in this ToS, no rights in any OnMobile Technology are granted to the Customer. Further, the Customer acknowledges that the Services are offered as an online, hosted solution and that the Customer has no right to obtain a copy of it.
12. Feedback
  The Customer may submit comments, questions, suggestions, or other feedback from time to time relating to any OnMobile product or service to OnMobile (“Feedback”). OnMobile may freely and its sole discretion use the Feedback in connection with any of its products or services without the need to pay compensation for any use of such Feedback.
13. Subscription Term:
  Each Service is provided on a subscription basis for a term set forth in the SO entered into by and between OnMobile and the respective Customer (each, a “Subscription Term”).
14. Fees and Payment:
  All fees are as set forth in the applicable SO and will be subject to the applicable payment terms set forth in the applicable SO. Except as expressly set forth anywhere in this ToS, all fees are non-refundable. The Customer shall be responsible to pay all applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of OnMobile. The Customer must make all payments of Fees without any setoffs, withholdings, or deductions of any kind. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
15. Suspension of Service:
  In addition to any of OnMobile’s other rights or remedies, OnMobile reserves the right to suspend the Customer’s access to the Services if:
  1. The customer’s account is overdue for more than thirty (30) days;
  2. OnMobile determines that the Customer has breached any provisions of this ToS or the applicable SO; or
  3. OnMobile determines that suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Services.

Notwithstanding anything contained in this ToS, unless this ToS or the applicable SO has been terminated, OnMobile may at its sole and absolute discretion and if appropriate restore access to the Services once it satisfies itself that the Customer has resolved the condition requiring suspension.

TERM:
1. Term of this ToS: This ToS shall come into effect on the Last Updated Date, and shall remain valid unless terminated in accordance with the provisions of this ToS. Unless otherwise provided, the termination or expiration of a SO, executed pursuant to this ToS with a Customer shall not automatically terminate this ToS. Notwithstanding anything contained in this ToS, any obligation undertaken hereunder by either Party that, by its nature or its terms, is intended to extend beyond the expiry/ termination shall survive the termination hereof.
2. Term of SO: Each SO shall come into effect from the date on which a Party to the SO signs last in point of time, unless specified otherwise, and shall remain valid for a term as set forth in the applicable SO (“SO Term”), which shall continue for the SO Term unless the Parties mutually agree in writing otherwise. Further, each SO, unless sooner terminated, shall terminate at the expiration or termination of the ToS.
TERMINATION and Effects of Termination:
1. Either Party may terminate this ToS (including all related SOs) if the other Party:
  1. fails to cure any material breach of this ToS (including a failure to pay fees) within thirty (30) days after written notice;
  2. ceases operation without a successor; or
  3. seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that Party, and not dismissed within sixty (60) days from the date on which such proceedings are initiated.
2. OnMobile may terminate this ToS, in whole or in part as to any SO or portion thereof upon thirty (30) days’ prior written notice, without assigning any reason, whatsoever;
3. Upon expiration and/ or early termination of this ToS and/ or the applicable SO, all rights and obligations of the Parties under this ToS and/ or the applicable SO shall terminate.
4. Upon any expiration or termination of this ToS, the Customer will immediately cease any and all use of and access to all Services and delete, or, at OnMobile’s request, return, any and all copies of the Documentation, any OnMobile passwords or access codes, and any other OnMobile Confidential Information in its possession. Provided, if this ToS is not terminated for the Customer’s breach, the Customer may retain and use internal copies of all reports exported from any Service prior to termination. The Customer acknowledges that following termination it will have no further access to any Customer Content or Customer End User Data input into any Service, and that OnMobile may delete any such data as may have been stored by OnMobile at any time. Any Fees accrued but not paid shall become immediately due and payable upon Termination.
5. Termination of this ToS or any SO hereunder (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming in to force or the continuance in force of any position hereof which is expressly or by implication intended to come into or continue in force on or after such termination. In addition, in the event of a termination of a SO, such termination shall not affect the obligations of the Parties under other SOs. The provisions of this ToS, which by their nature ought or intend to survive the expiration or termination of this ToS, shall continue to so survive or operate following the expiration or termination of the ToS.
Survival:
The provisions of this ToS, which by their nature ought or intend to survive the expiration or termination of this ToS, shall continue to so survive or operate following the expiration or termination of the ToS.
LIMITED WARRANTY:
OnMobile warrants that each Service will substantially conform with the applicable Documentation. OnMobile’s sole liability and the Customer’s sole and exclusive remedy for any breach of this warranty will be, at no charge to the Customer, for OnMobile to use commercially reasonable efforts to correct the reported non-conformity, or if OnMobile determines such remedy to be impracticable, either Party may terminate the applicable SO and the Customer will receive as its sole remedy a refund of any fees the Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. OnMobile shall be entitled to bill, in such cases, for the period for which Services were utilized by the Customer. The limited warranty set forth in this clause will not apply:
1. unless the Customer makes a claim within thirty (30) days of the date on which the Customer first noticed the non-conformity;
2. if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services; or
3. to use provided based on a Trial Subscription.
Disclaimer:
ALL SERVICES ARE PROVIDED “AS IS”. NEITHER ONMOBILE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ONMOBILE DOES NOT WARRANT THAT CUSTOMER’S USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ONMOBILE WARRANT THAT IT WILL REVIEW THE CUSTOMER CONTENT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER CONTENT OR CUSTOMER END USER DATA WITHOUT LOSS. ONMOBILE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ONMOBILE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.TO THE EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN THIS ToS AND/ OR ANY APPLICABLE SO, ONMOBILE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM: (a) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET; OR (b) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY ONMOBILE, AND CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CUSTOMER ACKNOWLEDGES THAT ONMOBILE CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, ONMOBILE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED DISCLOSURE, LOSS OR DESTRUCTION OF CUSTOMER CONTENT ARISING FROM SUCH RISKS.
SERVICE LEVELS AND TECHNICAL SUPPORT.
The Services shall be subject to the Service Level and Technical Support as agreed, if any, under the respective SO. OnMobile does not provide any assurances as to the functioning or service levels of the Customer Property or to the Customer End User. The customer acknowledges that OnMobile does not provide support to the Customer End Users in any manner whatsoever.
LIMITATION OF REMEDIES AND DAMAGES
EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, NEITHER PARTY SHALL HAVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE DOCUMENTATION FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
CONFIDENTIAL INFORMATION
1. Each Party shall maintain the confidentiality of the other Party’s Confidential Information, including the terms of the SO. Without prejudice to the generality of the foregoing, Confidential Information shall mean all information and materials which are marked “Confidential” or which by their nature, are deemed “Confidential” and obtained under or in connection with this ToS or applicable SO, other than:
  1. any information that is already in the public domain other than as a result of a breach of this ToS or applicable SO;
  2. any information which was rightfully in the possession of a Party prior to disclosure by any other Party and acquired from sources other than the other Party; or
  3. any information obtained from a third party who is free to divulge such information. Each Party further agrees not to disclose the same to any other person or entity except:
    1. to its own employees, agents, or contractors under conditions of confidentiality and then only to the extent required for the proper performance of this ToS or applicable SO; or
    2. to the extent required by law, any regulatory requirement, or any regulatory authority.
2. Nothing in this ToS or applicable SO shall prohibit the disclosure of Confidential Information:
  1. as required to prepare and report financial statements in accordance with generally accepted accounting principles; or
  2. if legally required to do so, by statute, regulation, judicial or Governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process in judicial or Governmental proceedings.
3. The Party receiving the Confidential Information acknowledges that breach of any of the provisions of this clause will cause irreparable harm to the owner of the Confidential Information that is inadequately compensable in damages. Accordingly, the Party receiving the Confidential Information hereby acknowledges that the Party disclosing the Confidential Information is entitled to seek the issuance of any injunctive relief or the enforcement of other equitable remedies against it in any suit by it to compel the performance of any of the terms of this clause.
COMPLIANCE WITH LAWS:
1. 1. Each Party shall perform its obligations in a manner that complies with all laws, regulations, ordinances and codes, including but not limited to applicable data protection laws, anti-bribery/ corruption laws, etc., which compliance shall include identifying and procuring required permits, certificates, approvals, and inspections. If a charge occurs of noncompliance of a Party with any such laws, regulations, ordinances, or codes, the Party so charged shall promptly notify the other Party of such charges in writing.
  2. OnMobile has instituted, and maintain and enforced, policies and procedures designed to promote and ensure compliance with the Foreign Corrupt Practices Act, 1977 of the USA, as amended (the “FCPA”), the Bribery Act, 2010, of the UK (the “UKBA”), as amended, and other anti-corruption laws and regulations that would be applicable to it in the jurisdictions in which the OnMobile operates. Without limiting the generality of the foregoing, the Customer hereby represents, warrants, and covenants that it, its director, officer, or employee has not:
    1. used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
    2. made or taken an act in furtherance of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office from corporate funds;
    3. violated or is in violation of any provision of the FCPA, and the rules and regulations thereunder;
    4. violated or is in violation of any provision of the UKBA, or any other applicable anti-bribery or anti-corruption laws; or
    5. made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit including, without limitation, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
Any such offer, promise, authorization, act in furtherance, or payment made, by the Customer shall be treated as default, extinguish all rights that otherwise might be due and owing to the Customer, and shall give rise to the right of OnMobile to take appropriate action, including but not limited forthwith termination, initiation of legal action, etc.
1. The Customer represents and warrants that it shall not take any action involving a party or that would cause OnMobile to be in non-compliance with Office of Foreign Assets Control (OFAC) economic sanctions regulations.
General Terms:
1. Amendments: This Agreement shall not be modified except by a written document, signed by the authorized signatory of each Party.
2. Assignment: This ToS may be assigned by the Customer upon receipt of written consent from the OnMobile, which consent shall not be unreasonably withheld. Any attempt to transfer or assign this ToS except as expressly authorized will be null and void.
3. Entire Agreement: This ToS, Schedules, Annexure, Appendices, and each SO, if any executed between OnMobile and the respective Customer, embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to this ToS.
4. Force Majeure: In no event shall either Party have any liability for failure to comply with this ToS if such failure results directly from the occurrence of any contingency beyond the reasonable control of the Party, including, without limitation, strike or other labor disturbance, riot, vis major, power failure, war, national emergency, terror attacks, interference by any government or governmental agency, pandemic or epidemic, embargo, seizure, or enactment or abolition of any law, natural calamities including but not limited to floods, earthquakes, fire, volcanic eruptions, epidemics (each a “Force Majeure Event”). In the event that either Party is unable to perform any of its obligations under this ToS because of a Force Majeure Event, the Party who has been so affected shall as soon as may be, after coming to know of the Force Majeure Event, inform the other Party and shall take reasonable steps to resume performance as soon as may be after the cessation of the Force Majeure Event. In case the Force Majeure event continues for a period of sixty (60) Gregorian calendar days, either Party may terminate the Agreement forthwith.
5. Governing Law; Jurisdiction and Venue: This ToS and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the laws of India. The Parties irrevocably agree that any legal action, suit, or proceeding brought by it in any way arising out of this ToS must be brought solely and exclusively in the courts of Bangalore, Karnataka, India, and with that end and intent in mind, the Parties submit to the exclusive jurisdiction of courts in Bangalore, Karnataka, India.
6. Independent Contractors: Every Party to this ToS is an independent contractor dealing at arms’ length. Nothing in this ToS will be construed as creating a partnership, joint venture, agency, or employment between the Parties. The Parties shall not be responsible for the acts or omissions of the other and neither Party shall have nor represent that it has any power/ authority to speak for, represent, bind or assume any obligation on behalf of the other Party in any way without the prior written consent of the other Party.
7. Marketing: OnMobile may use the Customer’s name and logo on OnMobile’s website and other marketing materials solely to identify the Customer as the Customer of OnMobile (without revealing any Confidential Information).
8. Notice: While the Parties may communicate by any means in the performance of this ToS, any notice of termination or other legal notice to a Party shall be in writing and sent to the Registered Office address or the Principal Place of Business or such other address(es) as may be specified by a Party by either: (i) overnight courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt; or (ii) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Email notices are effective only if the sender receives confirmation of receipt from the recipient.
9. Severability: In the event that any provision of this ToS is found to be invalid, void, or unenforceable, such provision shall be deemed to be deleted from this ToS and the remaining provisions shall continue in full force and effect.
10. Waivers: No waiver will be implied from conduct or failure to enforce or exercise rights under this ToS, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any SO or other business form employed by the Customer will supersede the terms and conditions of this ToS.