This agreement shall commence on the date that you register to use the Datacafe services, and shall continue for an initial term until one (1) year from the first day of the month following the effective Date (“Initial Term”). Thereafter, this agreement shall automatically renew for additional one (1) year terms (each a “Renewal Term” and collectively with the initial Term, the “Term”), unless either party notifies the other in writing of its intention not to renew the agreement at least thirty (30) days prior to the end of the then-current term or unless otherwise previously terminated as provided for in this agreement. You may provide notice of your intention to terminate this agreement contacting customer support, firstname.lastname@example.org.
Scope of services
Datacafe is a service that:
- Captures specific information regarding a business, including company name, contact address, applicable physical location of the business, business telephone number, mobile number, the information about the business related to product sold, services provided, and brand carried( Your “Listings”).
- Allows you to claim listings.
- Allows you to submit listings are optimized for best results.
- Submit the listings across distributed publishers’ network.
- Identified each submitted listing as a managed listing for online search platform prioritisation.
- Distributes your listings to online platforms including search engines on web and mobile platforms, mapping and other relevant publisher’s network.
- You are responsible for insuring the correctness, accuracy of listings. You acknowledge that Datacafe has no responsibility for or control over the distribution.
Fees, payment & refunds
- You agree to pay the fees as per the release order signed, when you purchased the Datacafe service.
- You will be charged the price for Datacafe services; you purchase post the discussion with our Account Manager. All sales are final and non-refundable.
- All fees are quoted in and due and payable in INR. You shall pay all applicable taxes that may be imposed upon the provision of or use of the Datacafe service.
- Datacafe shall have the right to suspend your access to the Datacafe service in the event that payment is not made.
- Datacafe may increase the listing fees upon any Renewal Term. You shall be charged the then-current prevailing rate for renewals of all Listings included in the Data file upon the commencement of the next year of the Term.
- Notice of any such fee change will be provided to you at least thirty (30) days prior to the date of such increase.
- Termination by you: You may terminate this agreement at and disconnect the service at any time for convenience upon prior notice of not less than 30 days, to Datacafe (which may be provided by email).
- Termination by Datacafe: We may terminate this agreement and disconnect your service at any time for convenience at any time upon notice (which we may provide by email). Further, Datacafe may at any time, and without additional notice terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the service.
You shall indemnify and defend Datacafe against any damages, liability or expense attributable to any claim arising from the your breach of this agreement. Datacafe shall promptly notify you of any such claim or legal proceeding and shall tender to your control the defence and settlement, including without limitation, selection of counsel and direction of legal strategy. Datacafe shall cooperate with you in the handling of it, provided, however, that you must receive the Datacafe’s prior written consent (which consent shall not be unreasonably withheld or delayed) to any settlement that:
- Includes an admission of liability by Datacafe.
- Requires payment of any amounts not covered by your indemnification obligations.
- Includes actions that affect Datacafe’s rights in or to its intellectual property or,
- Does not include a complete release for the Datacafe.
Liability of content
- We shall have no responsibility or liability for any content appearing on your web site.
- You agree to indemnify and defend us against all claims arising out of or based upon your website.
- No link(s) may appear on any page on your web site or within any context containing content or materials that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
- Search engines, Online business directories, Internet portals & online directory distributors may list and link to our website without prior written approval.
- These organizations may link to our home page, to publications or to other web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site. We may consider and approve in our sole discretion other link requests from the following types of organizations:
- We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavourably on us or our accredited businesses; (b) the organization does not have an unsatisfactory record with us; and (c) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
- These organizations may link to our home page, to publications or to other web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
- If you are among the organizations mentioned above and are interested in linking to our website, you must notify us by sending an e-mail to email@example.com; Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Removal of links
- If you find any link on our web site or any linked web site objectionable for any reason, you may contact us about this.
- We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
- Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
Protection of confidential information
Each party agrees not to disclose the other party’s confidential information and to protect its confidentiality using at least the same degree of care that party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable, including not disclosing it to a third party unless there is a “need to know,” a “right to know,” and a written obligation by the third party to maintain the confidentiality.
“Confidential Information” shall mean any information, written or oral, that relates to either party’s business, products, processes, or services that is designated as confidential or proprietary or that a reasonable party would understand to be confidential or proprietary, with the following exceptions:
- Information that was already known to the receiving party;
- Information obtained from public or published information;
- Information received from a third party not known to be employed or affiliated with the disclosing party; and
- Information which is or becomes known to the public other than through a breach of this agreement.
The terms of this agreement, along with Datacafe pricing, software, and technical documentation related to the Datacafe service, shall be deemed Confidential Information regardless of any lack of designation. The obligation to protect confidential information shall survive the expiration or termination of this agreement.
Reservation of rights
- We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our web site.
- You agree to immediately remove all links to our web site upon such request.
- We also reserve the right to amend these terms and conditions and it’s linking policy at any time.
- By continuing to link to our web site, you agree to be bound to and abide by these linking terms and conditions.
Warranty and representations
Datacafe warrants that it shall provide the Datacafe service as defined in this agreement.
Datacafe does not warrant the uninterrupted or error-free operation of the datacafe service. Datacafe does not independently verify the completeness, accuracy or authenticity of the listing. Datacafe does not warrant that the datacafe service will fulfill any of client’s particular purposes or needs. this agreement contains no other warranties, express or implied, including, but not limited to, warranties of merchantability, accuracy, or fitness for a particular purpose.
If you claim a listing, you represent that you own or control the business, entity, or property which is the subject of the listing, and that you have authority to claim the subject listing. Datacafe retains the right to remove or suppress any listing or suspend your access to the Datacafe service without refund if
- You misappropriate any third party intellectual property in your Listing.
- You are deemed to be intentionally submitting inaccurate or incomplete Listings.
- If you are found to claim a listing that you do not own or control, or the business associated with your listing promotes or sells illegal products or services.
Limitation of liability
In no event shall either party be liable for any special, indirect, punitive, incidental or consequential losses or damages, including, but not limited to, lost income, lost revenue, lost profits, or any claim or demand against either party by any third party, whether based in contract, tort, or any other theory, regardless of foreseeability and even if such party is advised of the possibility of such loss or damage. Neither party’s liability under this agreement, regardless of the form of action, shall in the aggregate exceed the total amount paid by you for the datacafe service for the last six (6) months under this agreement. Except for an action for non-payment, no action, regardless of form, arising out of this agreement, may be brought by either party more than one (1) year after the cause of action has accrued. The foregoing limitations on liability are independent, of and shall apply regardless of, any failure of essential purpose, or any limited or exclusive remedy of any kind.
- Force majeure: Datacafe shall not be liable for any failure to perform or delay in performance hereunder where such failure or delay is occasioned by force majeure or an act of God (including, but not limited to, fire, embargo, labour strike, terrorism), or circumstances beyond its control which shall prevent Datacafe from providing the Datacafe service in the normal and usual course of its business.
- Notices: All notices, requests, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand (and duly receipted), or sent via next-day delivery by a nationally recognized carrier with proof of delivery requested to the addresses as set forth in this agreement or to such other person or address as any party may furnish or designate to the other in writing. Notice given by next-day delivery shall be deemed to have been given upon the first business day following the date sent to the recipient.
- No agency: Datacafe provides services as an independent contractor and nothing in this agreement shall create any other relationship such as agency, partnership, joint venture, etc., and neither party shall represent that any such relationship exists.
- Compliance with Laws: The agreement shall be governed by the Laws of India. The Courts of law at Delhi/New Delhi shall have exclusive jurisdiction over any disputes arising under this agreement.
- Assignment: You may not assign its rights and obligations under this agreement, without the prior written consent of Datacafe. Any assignment of this agreement in contravention of the foregoing shall be null and void and of no force and effect.
- Publicity: Each party agrees to obtain the other party’s prior written approval of any marketing material or other information made available to a third party that describes the other party’s products or services, provided, however, that each party may make reference to the other party’s corporate name and logo on its web site and in its professional marketing materials.
- Entire agreement: This agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such subject matter; and there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein. Terms set forth in any purchase order or other similar document of you shall have no bearing or effect on this agreement. Any such document of you are for your internal purposes only and Datacafe’s receipt of any such document shall not be deemed to modify or alter this agreement in any manner whatsoever.