This document is an electronic record in terms of the amended Information Technology Act, 2000 and rules and regulation made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of Calltry’s service via Calltry Portal. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.
This is an agreement between RAT05 Technology LLP, a company incorporated under the Companies Act 1956 with its registered office at Shantinath Empress, A 404, Poonam Sagar Complex, Mira Road, Mira Bhayandar, Maharastra 401107, the owner and operator of www.Calltry.com (the “Calltry Site”), the Calltry Application Software “Calltry Mobile App”, including collectively, including all content provided by Calltry through Calltry Application and the Calltry Site, the “Calltry Service”, or the “Service”, and you (“you” or “You”), a user of the Service. BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE, TERMS OF USE FOR SEARCH PLUS SERVICES, INFRINGEMENT POLICY, Contest and Refer & Earn program terms, SOFTWARE LICENSE AGREEMENT, HOSTING SERVICES AGREEMENT, SOFTWARE LICENSE AND HOSTING AGREEMENT, UPI TERMS, Service For Listing, Calltry Messenger, Terms for Digital Catalogue-B2B, Reseller Terms, Terms of use for Real Estate, Terms Of Use For Information Dissemination, Terms and conditions for JDRR CERTIFICATE AND Calltry’S PRIVACY POLICY, WHICH CAN BE FOUND AT PRIVACY POLICY AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you choose to not agree with any of these terms, you may not use the Service.
These Terms of Service apply to all users of the Calltry Service. Information provided by our users through the Calltry Service may contain links to third party websites that are not owned or controlled by Calltry. Calltry has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. Also, Calltry does not assume any liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of third party content on the Site. In addition, Calltry will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that Calltry shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect Calltry’s belief.
We do not represent or warrant that the Calltry Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Calltry Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Calltry Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site. Calltry reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services and/or Sites (or any part thereof) with or without notice. Calltry shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any Sites.
A. Subject to your compliance with these Terms of Service, Calltry hereby grants you permission to use the Service, provided that:
B. In order to access and use the features of the Service, you acknowledge and agree that you will have to provide Calltry with your mobile phone number. You expressly acknowledge and agree that in order to provide the Service, Calltry may periodically access your contact list and/or address book on your mobile device to find and keep track of mobile phone numbers of other users of the Service. When providing your mobile phone number, you must provide accurate and complete information. You hereby give your express consent to Calltry to access your contact list and/or address book for mobile phone numbers in order to provide and use the Service. We do not collect addresses or email addresses, just names and mobile phone numbers to tag your friends (as defined in Privacy Policy) and view their ratings (as defined in Privacy Policy) given to businesses listed with Calltry. You must notify Calltry immediately of any breach of security or unauthorized use of your mobile phone. For removal of doubts it is clarified that, Calltry is not liable for any loss or damage caused by any unauthorized use of your account, however you would be liable for any losses or damage caused to Calltry including but not limited to any claims made on Calltry or others due to such unauthorized use.
C. You agree not to use or upload, post or submit any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit functionality of the Application or of any computer software, hardware, or telecommunications equipment. You also agree to not decipher, decompile, disassemble, use sniffers (except Ethereal, tcpdump or HTTPWatch in general) or reverse engineer any of the software comprising or in any way making up part of the Application. We have to disallow use of request modification tools such as fiddler or whisker, or the like or any other such tools activities that are meant to explore or harm, penetrate or test the application. You must secure our permission before you measure, test, health check or otherwise monitor any network equipment, servers or assets hosted on our domain. You agree not to collect or harvest any personally identifiable information, including phone number, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation or spam purposes. You agree not to spam, or solicit for commercial purposes, any users of the Service. You agree not to create any data back up of the content that is available to you by use of the Calltry Site or Calltry Mobile App. or use of Calltry Service that is available through any other mediums.
The Calltry company names, logos, all related products and service names, design marks, slogans, trademarks, service marks, copyright, database rights (and other intellectual property rights of any nature in the Application) together with the underlying software code in the App (“Intellectual Property”) is owned by and used under license by Calltry or its subsidiaries or affiliate companies. All other Intellectual Properties herein are the property of their respective owners. All copies that you make of the Materials on any of the Media must bear any copyright, trademark or other proprietary notice located on the respective Media that pertains to the material being copied. You are not authorized to use Calltry’s Intellectual Property in any advertising, publicity or in any other commercial manner. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Calltry.
For removal of doubts, it is clarified that, by accepting theses terms, you hereby waive and grant to Calltry all rights including intellectual property rights and also “moral rights” in the Reviews, Ratings and Comments posted by you at Calltry through any of mediums of Calltry and that Calltry is free to use all such Review, Ratings and Comments as per its (Calltry’s) requirements from time to time.
A. Tag your Friends – (Refer Privacy Policy)
B. Ratings and Reviews – (Refer Privacy Policy)
C. In connection with Ratings and Tag your friends, you further agree that you will not:
D. Adult content must be identified as such. Calltry does not endorse any Rating and/or Review or any opinion, recommendation, or advice expressed therein, and Calltry expressly disclaims any and all liability in connection with ratings and/or submissions. Calltry does not permit copyright infringing activities and infringement of intellectual property rights via its Service, and Calltry will remove all content and Ratings and/or Reviews if properly notified that such content infringes on another’s intellectual property rights. To file a copyright infringement notification, please send a written communication that includes substantially the following:
E. You understand that when using the Calltry Service you will be exposed to Ratings and Review submissions from a variety of sources, and that Calltry is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submissions, and that such Submissions are not the responsibility of Calltry. You further understand and acknowledge that you may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Calltry with respect thereto, and agree to indemnify and hold Calltry, its officers, directors, employees, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Calltry Service.
F. Calltry reserves the right to discontinue any aspect of the Calltry Service at any time.
G. Right, But Not Obligation, to Monitor Submissions: Calltry does not and shall not have any obligation to review Submissions, and therefore we do not guarantee the accuracy, integrity or quality of Submissions and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Submissions will not appear on our Service. We do, however, reserve the right to review any or all Submissions in our sole discretion. In addition, we reserve the right to alter, edit or remove any Submissions, in whole or in part, at our sole discretion.
H. Your Use of Submissions Posted by Others. You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the Submissions posted by others except as expressly set forth in these Terms of Use.
THE MATERIAL AND THE MEDIA USED TO PROVIDE THE MATERIAL (INCLUDING THE WEBSITE ) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Calltry DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE MEDIA AND MATERIALS. Calltry DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Calltry DISCLAIMS ANY AND ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE MEDIA. SOME COUNTRIES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY AND JURISDICTION TO JURISDICTION. IN NO EVENT SHALL Calltry BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER’S USE, MISUSE OR RELIANCE ON THE MEDIA FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF Calltry IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE MEDIA OR THE USE (OR INABILITY TO USE), RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY MEDIA. Calltry DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE MEDIA OR OTHER MATERIAL ACCESSIBLE FROM THE MEDIA. THE USER OF THE MEDIA ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS MEDIA. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH COUNTRIES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Users using any of Calltry service across the following mediums i.e. through internet i.e. www.Calltry.com Website, Wapsite, SMS, phone or any other medium are bound by this additional disclaimer wherein they are cautioned to make proper enquiry before they (Users) rely, act upon or enter into any transaction (any kind or any sort of transaction including but not limited to monetary transaction) with the Advertiser listed with Calltry. All the Users are cautioned that all and any information of whatsoever nature provided or received from the Advertiser/s is taken in good faith, without least suspecting the bonafides of the Advertiser/s and Calltry does not confirm, does not acknowledge, or subscribe to the claims and representation made by the Advertiser/s listed with Calltry. Further, Calltry is not at all responsible for any act of Advertiser/s listed at Calltry.
IN NO EVENT SHALL Calltry, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY
YOU SPECIFICALLY ACKNOWLEDGE THAT Calltry SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold harmless Calltry officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
Calltry Service. Only adults, who are at least eighteen (18) years of age, are eligible to use our service, whether for personal use or on behalf of a business. If you are an individual, you must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth in these Terms of Use. By using this service, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use and can abide by all of the terms and conditions set forth therein.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Calltry without restriction.
You agree that we may assign these Terms of Use without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Use, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Use is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Use, which are to remain in full force and effect. The Terms of Use constitute the entire agreement between you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect these Terms of Use.
These Terms will be governed by and construed in accordance with the Indian laws, without giving effect to its conflict of laws’ provisions or your actual state or country of residence, and you agree to submit to personal jurisdiction in India. Courts at Mumbai will have the exclusive jurisdiction. You are responsible for compliance with applicable laws. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect. Calltry reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Calltry reserves the right to seek all remedies available at law and in equity for violations of these Terms.
In the course of registering for and availing various services we provide from time to time through our website www.Calltry.com (“Website”, telephone search, SMS and WAP) or any other medium in which Calltry may provide services (collectively referred to as “Media”) you may be required to give your name, residence address, workplace address, email address, date of birth, educational qualifications and similar Personal Information (“Personal Information”). The Personal Information is used for three general purposes: to customize the content you see, to fulfill your requests for certain services, and to contact you about our services via including but not limited to email’s, sms’s and other means of communication. Unless otherwise stated explicitly, this Policy applies to Personal Information as disclosed on any of the Media.
We are committed to protecting the privacy and confidentiality of all Personal Information that you may share as a user of Media In furtherance thereof, we have this policy to demonstrate our good faith.
This policy does not apply to the practices of organizations that we do not own or to people that we do not employ or manage.
Personal Information will be kept confidential and will be used for our research, marketing, and strategic client analysis objectives and other internal business purposes only. We do not sell or rent Personal Information except that in case you are a customer of our search services through any of the Media, your Personal Information shall be shared with our subscribers/advertisers and you shall be deemed to have given consent to the same. Further, the subscribers / advertisers who are listed with us, may call you, based on the query or enquiry that you make with us, enquiring about any
We will share Personal Information only under one or more of the following circumstances: – If we have your consent or deemed consent to do so – If we are compelled by law (including court orders) to do so
In furtherance of the confidentiality with which we treat Personal Information we have put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online.
We give you the ability to edit your account information and preferences at any time, including whether you want us to contact you about new services. To protect your privacy and security, we will also take reasonable steps to verify your identity before granting access or making corrections.
You acknowledge that you are disclosing Personal Information voluntarily. Prior to the completion of any registration process on our website or prior to availing of any services offered on our website if you wish not to disclose any Personal Information you may refrain from doing so; however if you don’t provide information that is requested, it is possible that the registration process would be incomplete and/or you would not be able to avail of the our services. Information which can be personally identifiable information or/and financial information obtained from the user to avail one of the service on Calltry platform would be available across Calltry for availing any of the service provided by Calltry.
If you are our corporate customer, it is possible that we have entered into a contract with you for non-disclosure of confidential information. This Policy shall not affect such a contract in any manner.
If you have questions or concerns about these privacy policies; please send us an email at privacy@Calltry.com
Calltry is committed to protecting the privacy and confidentiality of all Personal Information that you may share as a user of Media. In furtherance thereof, we have this policy to demonstrate our good faith.
This Privacy Policy is incorporated into and is subject to the Calltry Terms of Service. Your use of the Calltry Site, Calltry Software and the Calltry Service and any personal information you provide remains subject to the terms of this Privacy Policy and our Terms of Service.
What Does This Privacy Policy Cover ? This Privacy Policy is part of Calltry’s Terms of Service and covers the treatment of user information, including personally identifying information, obtained by Calltry, including information obtained when you access the Calltry Site, use the Calltry Service or any other software provided by Calltry.
Calltry may obtain the following types of information from or concerning you or your mobile phone device, which may include information that can be used to identify you as specified below (“Personally Identifying Information”) :
Calltry does not collect emails, addresses or other contact information from its users’ mobile address book or contact lists other than name and mobile phone numbers. Calltry does not store historical location information of users in any form or manner at its end, except for last known location from which the Calltry software was accessed in case of non availability of current location data. Calltry App integrates with facebook SDK and may send aggregate usage statistics to facebook from time to time. Usage of information sent to facebook is governed by Facebook’s data usage policies which can be found at www.facebook.com/about/privacy.
If you submit Personally Identifiable Information to us through the Calltry Site, or Calltry Service, then we use your personal information to operate, maintain, and provide to you the features and functionality of the Calltry Site and Calltry Service. In particular, your mobile phone number is essential to your use of the Calltry Service and will be retained. Your name (as it is saved in other user’s mobile phone address book or contact list) may be displayed to other users if they tag your mobile number and access your ratings in the App. For more information on our ratings feature, please read the note below :
Calltry will use your mobile number and contacts list to identify friends in your network who have rated establishments and/or are users of Calltry Services. Calltry collects ratings in the following ways :
Where are the ratings shown ? Ratings are shown in the following ways on Calltry :
Your contacts list will allow Calltry to provide you with ratings given by your friends and help make the experience on Calltry even better. Your friends’ ratings will allow you to make a better decision about choosing a product/service/establishment on Calltry.
You can build your friends network and choose your friends on Calltry and access your friends’ ratings across the range of our platforms including mobile site, website and our applications.
Calltry “tags” the contacts in your address book as your friends, but at anytime, you can review the list of your tagged friends and choose to untag any of them at any time. Untagging your contacts will hide your ratings from them and will also result in their ratings not being shown to you.
Only users of Calltry will be displayed in your tagged friends list. If a contact in your address book has rated an establishment/s on Calltry, the ratings associated with the contact will be displayed as part of your friends’ ratings. If a contact in your address book has used Calltry’s service across any platform and has not rated an establishment, although their name is displayed in your friends list, no ratings will be shown associated with the said contact.
If any of your tagged friends registers with our Service across Calltry’s platforms, ratings of such a friend will be visible to you only if
Calltry will also provide users with a privacy settings option that will allow the user to choose appropriate privacy levels. By default, the user’s contact list will be used to identify friends in the network. A user may choose to allow anyone to tag him/her as a friend and may also choose to allow nobody to tag him/her as a friend.
We do not use your mobile phone number or other Personally Identifiable Information to send commercial or marketing messages without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out. We may use cookies and log file information to :
Other users of the Calltry Service may see your ratings submissions in a way that is consistent with the use of the Calltry Service. For example, a rating of “ABC Restaurant” on Calltry will be available to every user of the Calltry Service who has that mobile phone number in their mobile phone’s address book or contact list and has tagged the mobile phone number as a friend in the Calltry App friends ratings feature. For more information on this feature, please refer paragraphs above.
We do not sell or share your Personally Identifiable Information (such as mobile phone number) with other third-party companies for their commercial or marketing use without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out. We may share your Personally Identifiable Information with third party service providers to the extent that it is reasonably necessary to perform, improve or maintain the Calltry Service.
You may, of course, decline to submit Personally Identifiable Information through the Calltry Service, in which case Calltry may not be able to provide certain services to you. If you do not agree with our Privacy Policy or Terms of Service, please delete your account and uninstall the Calltry mobile application; your continued usage of the Calltry Service will signify your assent to and acceptance of our Privacy Policy and Terms of Service. To protect your privacy and security, we take reasonable steps (such as SMS authentication in certain cases) to verify your identity before registering your mobile phone number and granting you access to the Calltry Service. Please contact Calltry via email to privacy at Calltry.com or available web forms with any questions or comments about this Privacy Policy, your personal information, your consent, or your opt-in or opt-out choices.
Calltry is currently ad-free and we hope to keep it that way forever. We have no intention to introduce advertisement into the product, but if we ever do, we will update this section.
Calltry uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. We cannot, however, ensure or warrant the security of any information you transmit to Calltry and you do so at your own risk.
You agree and confirm that any review, rating and comments, including any other content or data therein, that you submit/post on Calltry platforms viz. WEB, WAP, APP & Phone etc. such details as per Calltry’s discretion will be shared with your Tagged Friends who are the users of Calltry’s services.
1. Sponsor : This contest (the “Contest”) is sponsored by Calltry Limited, (“Sponsor”), which owns, run’s and operates the Website: www.Calltry.com and that has its principal place of business at Palm Court Bldg M, 501/B, 5th Floor, New Link Road, Besides Goregaon Sports Complex, Malad (w), Mumbai – 400064.
2. Contest Period : The Contest will be live from 23rd May 2019 till Calltry’s Discretion.
3. Criteria of Eligibility for the Contest :
4. Rules for Participation to the Contest :
5. Description of the Prizes and other important riders :
6. IPR of the Sponsor : It is further clarified that, all rights, title and interest, including but not limited to the Intellectual Property Rights, in the promotional material(s) and in any and all entries received shall vest solely and exclusively with the Sponsor at all times.
7. Exclusion of Liability : The Sponsor (including its officers, employees and agents) excludes all liability (including negligence), for any personal injury; or any loss or damage (including loss of opportunity); whether direct, indirect, special or consequential, arising in any way out of the contest, including, but not limited to, where arising out of the following: (a) any technical difficulties or equipment malfunction (whether or not under the Sponsor’s control); (b) unauthorised access or third party interference; (c) any entry or prize claim that is late, lost, altered, damaged or misdirected (whether or not after their receipt by the Sponsor) due to any reason beyond the reasonable control of the Sponsor ; (d) any variation in prize to that stated in these Terms and Conditions; (e) any tax liability incurred by a winner or entrant; or (f) use of a prize. It is further clarified that, Sponsor shall not be responsible for any administrative errors or any other errors involved in the execution of the Contest. Further, the Sponsor is not liable for any loss or damage whatsoever which is suffered (including but not limited to indirect or a consequential loss), or for personal injury suffered or sustained as a result of taking any prize.
8. Other Exclusions : The Sponsor is not responsible for any incorrect or inaccurate information or for any of the equipment or programming associated with or utilised in this contest , or for any technical error, or any combination thereof that may occur in the course of the administration of this contest including any omission, interruption, deletion, defect, delay in operation or transmission, communications line (including but not limited to e-mail communication) or telephone, mobile or satellite network failure, theft or destruction or unauthorised access to or alteration of entries.
9. Governing Laws and Jurisdiction : The Contest shall be governed by and construed in accordance with the laws of India. Any disputes, differences and any other matters in relation to and arising out of the Contest and, or, pertaining to the Terms and Conditions shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall consist of a sole arbitrator to be appointed by the Sponsor and the venue of the arbitration shall be Mumbai. All disputes shall be subject to the exclusive jurisdiction of the courts at Mumbai only.
10. Modification to these Terms and Conditions : The Sponsor reserves the right to change/modify terms and conditions and/or criteria of the Contest at any time at its own discretion and without any prior notice and without assigning any reason. The Sponsor will not be liable for any losses (if any) to any contestant arising from any variation or cancellation.
11. The Decision of the Sponsor would be Final and Binding : In case of any dispute or difference in respect of this Contest, the decision of the Sponsor shall be final and binding on all concerned.
12. Cricket O’Mania is a Daily Fantasy Sports Contest
13. The contest is valid for Indian Residents excluding the states of Telangana, Orissa, Assam, Sikkim and Nagaland.
Refer and Earn :
1. Offer Details:
2. Eligibility Criteria
3. Other T&C:
This is an agreement between you (“you”, ” your” “caller” or “user”) and Calltry Limited. (“Calltry” “we,” or “our”) that governs your use of the search, booking services or any other services offered by Calltry through its website www.Calltry.com (“Website”), telephone search, SMS, WAP or any other medium (collectively “Platforms” ). When you access, use or book any orders using any of the Platforms you agree to be bound by these Terms and Conditions (“Terms”).
1. Interpretation
“Agreement” is for the purposes of for placing an order of goods through its advertiser registered/listed with Calltry as described in this agreement. All the orders/enquiries placed by you through its website www.Calltry.com (“Website”), telephone search, SMS, WAP or any other medium, will forwarded by Calltry to the advertisers listed with us, for further processing of your orders.
“Goods” means Goods described in an Order form.
“Intellectual Property Rights” Includes all rights in respect of copyright, trademarks, patents, designs, protection of confidential information and circuit layouts, whether arising under statute or otherwise.
“Order” means an enquiries/ booking request placed by you through Calltry which will in turn will be forwarded to respective Advertiser listed with Calltry.
“Product List” means the list of Goods displayed on the Calltry.com web site as amended from time to time.
2. Applicability
The terms of use will be applicable between You and Calltry once you have placed the order for goods as described in this agreement.
3. Placement of Order
You have the option of placing the order by calling to Calltry Caller Centre Number and/or by using the booking facility provided on the web, wap or by any other means as introduced by Calltry from time to time.
Calltry does not sell or claim to sell any liquor or any other product online by itself.
Calltry collects customer orders and forwards them to the advertiser which may or may not choose to complete the order.
Calltry is also not responsible for the Quality of any food products/alcohol ordered from the website.
To order goods from Calltry Platforms you must be of legal age as specified by the appropriate authority and/or as defined in this agreement. Kindly note that persons under 25 years of age residing in Delhi and Mumbai (or any other age limit/or any other restrictions specified by the appropriate authorities) are not permitted to place orders for alcohol, its related goods and any other specified goods by the appropriate authority. Calltry hereby confirms that it does not own any liquor store and is not responsible for selling and delivering liquor or any other goods.
Delivery of any liquor and its related items will be in accordance with the licensing laws and any other applicable laws to which advertiser is subjected to as per the law of the land
4. Completed Orders
You must complete or give requisite details for completing an order form for the purposes of booking your order. You warrant that all information and data provided by you in the order form is accurate, complete and up to date. If you are placing an order through phone then in that event your order is deemed to be completed once the details are filled by the Calltry executive and in case you are placing an online order through Calltry website then it is deemed to be completed once the details are filled online in the order form.
5. Delivery
You hereby confirm all products are subject to availability and You acknowledge the fact that Booking of Orders are taken/booked by Calltry but the goods/products are delivered by advertiser listed with Calltry.
No Medicine would be delivered by the vendor/ chemist without the valid medical prescription issued by the medical practitioner.
6. Miscalculation of Charges/Fees
If the calculation of the fee/charges is insufficient to cover the actual cost of goods which is paid by the advertiser to its wholesaler/supplier, then Advertiser is not obligated to fulfill your order. Where Advertiser chooses not to absorb the additional fee, Advertiser will notify you that the calculations are different from real costs and offer you the option of paying the difference and going ahead with the order. You may choose to proceed and pay the higher delivery fee or cancel the order.
7. Returns or Refunds
If at any time You are not satisfied with the quality of the Goods You have purchased, You may call Customer Care no. of Calltry wherein your complaint will be noted and will forwarded to the respective advertiser/supplier for its resolution or you can directly complaint to Advertiser and may claim for a credit, replacement or refund of the purchased damaged or incorrect product. Further, You hereby confirm and agree that the You will not claim or allege anything against Calltry in respect of the goods which are provided it to you by the Advertiser.
8. Pricing
Calltry reserves the right to alter prices of goods at any time as requested by the respected advertiser of goods. All prices quoted are in Indian National Rupee (INR). All orders are subject to availability and confirmation by the advertiser of the goods and services.
If any product ordered is unavailable or incorrectly priced then advertiser will advise you the correct price of the product before delivery or recommend a suitable substitute.
9. Cancellation and Modification
Cancellation or modification of any bookings made through Calltry shall be strictly in accordance with the Advertisers modification and cancellation policy, including with respect to refund. You may directly contact the respective advertiser and/or Calltry IVR for processing any requests pertaining to cancellation or modification. The cancellation and modification request made by you to Calltry IVR will be forwarded to respective advertiser for its resolution.
10. Content disclaimer:
We have no control over and are not responsible for the content of any third-party websites linked to or framed within the Website, or any third-party advertisements and We expressly disclaim (and do not endorse or verify) the accuracy or reliability of the content on any such third-party websites. Those links are provided for your convenience only and may not remain current or be maintained. Website links on this Website should not be construed as an endorsement, approval or recommendation by us of the linked website or its content. We are not responsible for the content or privacy practices associated with linked websites. When viewing a third party website, you should read the terms, conditions and privacy statements detailed on that website. Your use of or reliance upon such third-party websites is at your own risk.
We derive our information from sources which we believe to be accurate and up to date at the time of publication. All information provided on the Website is provided in good faith. We do not make any representation or warranty that the information provided is timely, reliable, accurate or complete; and will not be liable for any claim or loss resulting from any action taken, or reliance made by you on any information, material or advice provided on the Website, or for any incorrect information provided on the Website.
We reserve the right to change, update or terminate the Website and Content or any part of them at any time in our absolute discretion, without notice or liability to you.
All of the data on products and promotions including but not limited to, the prices and the availability of any product or service or any feature thereof, is subject to change without notice by the party providing the product or promotion. You should use discretion while using the Platforms.
Calltry reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the Platforms. Where appropriate, we will endeavor to update information listed on the Website on a timely basis, but shall not be liable for any inaccuracies.
We reserve the right to disable links to or from third-party sites to any of our Platforms, although we are under no obligation to do so. This right to disable links includes links to or from advertisers, sponsors, and content partners that may use our Marks as part of a co-branding relationship.
All those sections in the Platforms that invite reader participation will contain views, opinion, suggestion, comments and other information provided by the general public, and Calltry will at no point of time be responsible for the accuracy or correctness of such information. Calltry reserves the absolute right to accept/reject information from readers and/or advertisements from advertisers and impose/relax Platforms access rules and regulations for any user(s).
Calltry also reserves the right to impose/change the access regulations of the Platforms , whether in terms of access fee, timings, equipment, access restrictions or otherwise, which shall be posted from time to time under these terms and conditions. It is the responsibility of users to refer to these terms and conditions each time they use the Platforms.
While every attempt has been made to ascertain the authenticity of the content in the Platforms, Calltry is not liable for any kind of damages, losses or action arising directly or indirectly, due to access and/or use of the content in the Platforms including but not limited to any decisions based on content in the Platforms resulting in loss of data, revenue, profits, property, infection by viruses etc.
11. Warranty Disclaimer:
Please remember that any provider of goods or services is entitled to register with Calltry. Calltry does not examine whether the advertisers are good, reputable or quality sellers of goods / service providers. You must satisfy yourself about all relevant aspects prior to booking / availing services. Calltry has also not negotiated or discussed any terms of engagement with any of the advertisers. The same should be done by you. Booking, Purchasing and availing goods and services from advertisers shall be at your own risk.
We do not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any products, services, deals, coupons or other promotions or materials, including advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the Platforms.
References that we make to any names, marks, products or services of third parties or hypertext links to third party sites or information do not constitute or imply our endorsement, sponsorship or recommendation of the third party, of the quality of any product or service, advice, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Platforms.
THE MATERIAL AND THE PLATFORMS USED TO PROVIDE THE MATERIAL (INCLUDING THE WEBSITE ) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Calltry DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE PLATFORMS AND MATERIALS. Calltry DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Calltry DISCLAIMS ANY AND ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE PLATFORMS SOME COUNTRIES OR OTHER JURISDICTIONS DO NO
12. DISCLAIMER for “Calltry/JD Verified stamp,JD Trusted Stamp”, “Calltry GUARANTEE” and “Calltry’s Right”
“Calltry/JD verified” means, the information related to name, address, contact details of the business establishments have been verified as existing at the time of registering any advertiser with Calltry. This verification is solely based on the documents as supplied by an advertiser/s or as per the details contained in Customer E-Registration Form.
“JD Trusted Stamp” indicates that the identity & information of the vendors/services, viz., name, address, contact details, business name has been verified on best effort basis, as existing, based on the documents/information furnished by the vendors/service providers. “JD Trusted Stamp” are also allocated to the vendor’s/service providers considering user’s reviews/ratings or any other criteria solely.
Calltry strongly recommends to its users/callers to verify all relevant details of vendors/services prior to availing any products/services from them. Calltry does not implicitly or explicitly endorse any product/s or services provided by the vendors/service providers.
The “Calltry Guarantee” and “Calltry’s Right” is a limited assurance offered by Calltry that the name and contact information of the advertiser and the category in which the advertiser is listed by Calltry, have been verified as existing and correct at the time of the advertiser’s application to register with Calltry. Calltry makes no representations or warranties, whether express or implied, including but not limited to warranties of the continued existence and/or operations of the advertiser, or the quality, quantity, merchantability or fitness for use of the goods or services offered by the advertiser.
13. ADDITIONAL DISCLAIMER:
Users using any of Calltry service across the following mediums i.e. through internet i.e www.Calltry.com Website, Wap, SMS, phone or any other medium are bound by this additional disclaimer wherein they are cautioned to make proper enquiry before they (Users) rely, act upon, make any kind of booking or enter into any transaction (any kind or any sort of transaction including but not limited to monetary transaction) with the Advertiser listed with Calltry.
All the Users are cautioned that all and any information/products/goods or services of whatsoever nature provided or received from the Advertiser/s is taken in good faith, without least suspecting the bonafides of the Advertiser/s and Calltry does not confirm, does not acknowledge, or subscribe to the claims and representation made by the Advertiser/s listed with Calltry. Further, Calltry is not at all responsible for any act of Advertiser/s listed at Calltry.
14. Unlawful Activity
We reserve the right (at our discretion) to investigate complaints or reported violations of the Terms and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third-parties and disclosing any information necessary or appropriate to such persons or entities relating to your Registration Data, usage history, posted materials, IP addresses and traffic information etc..
15. Risk and Title
Risk in the goods passes to you upon delivery of the goods to the delivery address by the Calltry advertiser.
16. Indemnity
You agree to indemnify Calltry and its affiliates, employees, agents and representatives, and to hold them harmless from any and all claims and liabilities (including any and all attorneys’ fees) that may arise from your submissions, and from your unauthorized use of goods obtained through Calltry (via its advertiser), from your breach of this Policy, or from any such acts arising through your use of Calltry.com. These obligations will survive any termination of the Terms.
17. Limitation of liability:
You acknowledge that Calltry is provided “as is site” and that Calltry is not making and has not made any warranty or representation as to suitability, merchantability, quality of the goods which will be supplied or delivered by its listed advertiser for any particular purpose. You agree that in using Calltry, You are not relying on any statement or representation made by Calltry which is not expressly contained in this Agreement.
IN NO EVENT SHALL Calltry BE LIABLE TO YOU ON ACCOUNT OF YOUR BOOKING, USE, MISUSE OR RELIANCE ON THE PLATFORMS FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF Calltry ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE PLATFORMS, THE MATERIALS OR THE INTERNET GENERALLY, OR THE USE (OR INABILITY TO USE), RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY PLATFORMS. Calltry DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE PLATFORMS OR OTHER MATERIAL ACCESSIBLE FROM THE PLATFORMS.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS PLATFORMS AND THE INTERNET GENERALLY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH COUNTRIES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
18. Changes:
We may periodically change the Terms and the Site without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes. If any such change or modification is unacceptable to you, do not use the Website. If following any such change or modification you continue to use the Website or Content, you will be deemed to have accepted those changes or modifications.
19. Privacy Policy:
Calltry is committed to protecting the privacy and confidentiality of any personal information that it may request and receive from its clients, business partners and other users of the Website. To read our privacy policy statement regarding such personal information please refer PRIVACY POLICY
You hereby confirm and acknowledge that the contact details and other details provided by you to Calltry will be used and forwarded by Calltry to the respective advertiser for which call or enquiry has been made by you.
20. General Instructions
Calltry’s listed advertiser/ actual business owners who has processed and delivered your order as per your request is solely responsible for quality, delivery and billing of the products. Calltry only acts as channel between you and the actual business owners/listed advertiser.
We make no representation and give no warranty or undertaking (express or implied) as to the timeliness, accuracy, completeness, effectiveness or reliability of the Website or its Content for any particular purpose.
We make no representation and give no warranty or undertaking (express or implied) as to the timeliness, accuracy, completeness, effectiveness or reliability of the goods supplied/delivered by the Advertiser.
We will not be responsible or liable for any loss, damage, injury or other claim or outcome arising from your reliance upon the Website, or the Website’s inability to meet your needs.
We will not be responsible for any delay, failure, interruption, or corruption of any data or other information transmitted in connection with your use of the Website, which is beyond our control. For the avoidance of doubt, we do not accept responsibility for any interference or damage to your computer system which may arise in connection with your use of the Website or any linked website.
21. Force Majeure
Calltry and its advertiser will be not be liable for breach of this terms of use to the extent caused by or arising from prohibition or restriction by law or regulation or any government, fire, flood, storms, weather, strike, lock-out or other labour problems, accident, riots, acts of God or any other events which is beyond its control.
22. Arbitration:
In the event a dispute arises between the you and Calltry as per the terms of use, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 90 days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator appointed by Calltry. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration.
23. Governing Law and Jurisdiction:
This terms of use shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
24. Provisions are severable.
Each provision of this Agreement (including these Conditions) are severable. Severance does not affect any other provisions.
Please exit, if you don’t agree to the terms contained in this Policy,
If you have any questions or concerns about this Agreement please contact us – 8888888888 for more information.
Calltry portal contains the trademark, logos, trade name, service marks and other marks (collectively “Marks”) which are the intellectual property of Calltry or their vendors or respective third parties. You understand that Calltry uses the Marks of vendors and respective third parties procured from the owner and/or distribution channel. In doing so, Calltry has no intention, whatsoever, to acquire rights of use or license to these Marks.
This Infringement policy helps in creating a safer marketplace by prohibiting the use of Calltry portal for infringing the intellectual property rights of third parties or of the rightful owner. Calltry policy requires sellers and buyers or users to comply with all governmental laws and regulations including but not limited to the Infringement policy as amended from time to time.
If you see something on the Calltry portal, which you believe is violating the intellectual property rights, please send an infringement initimation to Calltry at infringement@Calltry.com
Calltry will be unable to process requests which do not specify exact product IDs or URLs and the details which are specified below. Please do not provide links to browse pages or links of search queries as these pages are dynamic and their contents change with time.
Calltry shall take all necessary steps and/or remove the infringed product/details from its portal within 15 (Fifteen) working days subject to verification of the details as given above and the nature of complaint.
THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is entered into between Calltry Limited, having its registered Office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to as “Calltry”, “Licensor”, “We”, “Our”), and Clients (hereinafter referred to as “Client”, “Licensee”, & “You”). Calltry hereby grants the license to right to use its JD OMNI Software Program (hereinafter referred to as “Software” & “License Program”) to the “Client”, and the client acknowledges and agrees to comply with all of these Terms and consent to the transmission of certain information during Activation and for internet-based features of the software. If you do not Accept and comply with these terms, you may not use the software or Features.
1) USAGE POLICY: You will use the JD OMNI Software in a manner consistent with all local, states and Union regulations and laws. We reserve the right to suspend or cancel your access to any or all services provided by us when you are not in compliance to the terms of this agreement and/or we decide that your account has been inappropriately used.
2) DESCRIPTION OF SOFTWARE: This agreement applies to the most recent release of JD OMNI software program. JD OMNI Software (hereinafter referred as Software) is a one stop solution for retailers to manage their in-store and online business. It is a cloud based platform/solution to manage products inventory, purchases, suppliers, sales and customers. You will be able to use this software for the purposes of setting up your store virtually and starting your online business. This Software has the features through which you yourself can set up your store virtually, add & delete the products, access to Dashboard, manage inventory & purchases of your store, print your own barcode. This software is available on website as well as on mobile app. In this software you have the option of choosing the features which you want to use and pay only for those features as agreed between parties. This software will be accessible on website as well as on compatible mobile devices. The software accessible on compatible mobile devices will be available with limited features for its proper, easy and smooth functioning.
3) TERMS OF USE: This agreement only gives you rights to use the software as per the features obtained and fee paid by you. You may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. Clients are hereby granted, non-exclusive, right and license to use the software program or the rights as granted under this agreement. You may only use the software on a single computer at one time and may do so only via a user interface connected directly to said single computer and not in any manner over a network, regardless of whether said network is a wide area network (WAN) or a local area network (LAN). You may NOT distribute copies of or documentation of the software to others. THE ACTUAL SOFTWARE PROGRAM COMPONENTS REMAIN THE PROPERTY OF Calltry. You may not sell, lease, rent, or otherwise distribute and/or sub-license the Software, including the manuals and documentation of same, to another person at any price. It is illegal to make copies of the Software Program, or Components. The Software Program and Components are protected by the copyright laws pertaining to computer software. It is illegal to give copies of the Software Program, Components and Modules, or manuals and documentation of same to another person, or to duplicate the Software Program or Components and Modules by any other means, including electronic transmission. Software contains trade secrets and in order to protect such trade secrets you may not decompile, reverse engineer, disassemble, or otherwise reduce software program to human perceivable form. You may not modify, adapt, translate, rent, lease, or create derivative works based upon software program or any part thereof.
4) RIGHT TO USE: Upon execution of this Agreement, You are granted right to use the software in accordance with the terms of this Agreement.
5) CLIENT’S RESPONSIBILITIES: Effective use of software provided by us presumes a certain degree of knowledge and skill on the part of the Client. We will not be held responsible for your inability to use our software due to your lack of the requisite knowledge and skills.
6) USE OF SOFTWARE: i) The software is licensed, not sold. Under this agreement, we grant you the right to install and run one copy of software only on one computer with which you acquired the software, for use by one person at a time, but only if you comply with all the terms of this agreement. You may not make the software available for simultaneous use by multiple users. Calltry grants you the license to right to use the software only upon the receipt of license fees as determined by Calltry from time to time. The necessary instructions for operating the software are mentioned in the user manual available in the software after successful login. ii) The components of the software are licensed as a single unit. You may not separate or virtualize the components and install them on different computers. Calltry does not give permission for installation of the software on a server or for use by or through other computers or devices connected to the server over an internal or external network. You may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified. iii) J u s t D i a l m a y u s e commercially reasonable efforts to provide corrections to Software error. Any other upgrades or enhancements to the Software are not made available by Calltry as part of this agreement and may be subject to additional charges.
7) LICENSE OF SOFTWARE PROGRAM: i) Calltry grants you the license of JD Omni software program only upon receipt of license fee as determined by Calltry, from time to time , in according to the terms of this Agreement. Calltry grants the two types of licenses of its software program to the Clients, as described below: a) License of Software Program with all updates. b) License of Software Program without any updates. ii) Your are hereby granted the non-exclusive, right and license to use the software program, the rights as granted under this agreement subject to the payment of the license fees.
8) SERVICE FEES: You agrees to pay a non-refundable Service Fee for the Services that will be determined by Calltry at the time of accepting the Service. The (“Service Fee”) shall be paid by You in advance and Calltry will send the customer receipt/Invoice to Your registered Mobile Number and email ID, simultaneously after receipt of payment from You. Calltry shall, at its sole discretion, reserve its right to decide the Service Fee for the Services, from time to time.
9) LICENSE FEES: i) In consideration of Calltry providing the Product and Service as specified in this agreement, you shall make the payment of fee as per the invoice issued to you from time to time. The terms of invoice shall prevail over the terms of this agreement. ii) Your right to use the Product and Service is limited to the license period. You may have the option to extend your Service upon paying of the requisite fees. If you extend your service, you may continue using the Product and Service until the end of your extended service period. After the expiration of the period, Product and Service will stop running on your computer. iii) Calltry shall make best efforts to install & activate the product and services from the date of receipt of fee into its bank account (subject to delay due to technical malfunctions). However Calltry will not be liable in any manner for any delay in activating your contract. iv) You agree to pay the fee as specified in invoice copy. You can pay the fee, either by way of upfront payment (payment of entire fee), or by way of the easy instalments payment options as available. If You opts to pay the fee/consideration by paying instalments, under such payment schemes, the You shall be liable to pay to Calltry the SERVICE FEES (including applicable Tax), at the time of registration and the balance payment can be paid through the various payment modes such as ECS (Electronic Clearing Service); CCSI (Credit Card Standing Instruction) & NACH (National Automated Clearing House). It is hereby clarified that the services shall only be activated once the first ECS/ CCSI/ NACH payment is credited on Calltry’s account as per the payment plan or the payment as received for the services/products as availed. Under no circumstances shall Calltry be liable to make any refund of any amount as paid by You on account of deactivation/non-activation of services due to non-receipt of any payment through ECS/ CCSI/ NACH/Cheques etc.. Calltry reserves the right, at its sole discretion, to change, modify and amend the Terms pertaining to the activation of your services at any time by publishing the amended Terms on our portals at https://www.Calltry.com/Terms-of-Use/Service-for-Listing- Services with or without notice to you. You are advised to check the Terms at regular interval to received uninterrupted services. Calltry does not encourage/prefer that payments be made in cash. Any cash payments made by you, shall be at your sole risk, without any recourse to Calltry. v) In the event, if you fail to make any installments in time and as per the payment plan chosen by You, Calltry may, in its sole discretion, suspend the services until necessary payments are made by you. The right of Calltry to suspend the Service shall be without prejudice to Calltry’s right to terminate the agreement, without any further notification vi) Calltry shall be allowed to terminate the right to use the service to a particular licensor for non-payment of fees, for noncompliance, with any applicable rules, regulations or agreements regarding the use of the service or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. Calltry will notify you of any such instance including the name of licensor and reason for termination. vii) If any cheques are dishonored due to insufficient of funds, Calltry may present the cheques before the banks until the cheques are honored or till the validity of cheques. You shall not raise any objection in this regards and also shall be responsible for any/all liability, if any incurred. Further you acknowledge that any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. You shall also be liable to pay interest @18 % per annum during that period.
10) Documents: You shall furnish the KYC documents or any other documents, as may be required by Calltry, on or before the first ECS/ CCSI/ NACH clearance. For the purpose of clarity, KYC documents include, (1) the passport; (2) the driving licence; (3) Voter’s Identity Card issued by the Election Commission of India; (4) Copy of Aadhar Cards; (5) Job card issued by NREGA duly signed by an officer of the State Government; (6) letter issued by the National Population Register containing details of name and address; along with PAN Card etc. In addition to aforesaid, the You also needs to furnish the documents relating to the business listing such as, Certificate of incorporation, PAN Cards of the company, Registration certificate, GST certificate, Shop & Establishment certificate, or any other Government certificate issued to running their business.
11) ISSUANCE OF INVOICE: Calltry will issue an invoice to you containing, inter-alia, the following details: (a)Clients details (b)License Fees (c)Description of the features of Software. (If required) (d)Type of access chosen by you (either website or App or both) ( If required )
12) TAXES: Calltry is entitled to levy you for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services. You shall pay the said taxes and charges promptly without raising any objections. You also agree that in the event the said taxes and charges are not charged by Calltry the taxes shall be paid by you directly to the authorities concerned without raising any objection. You further agree that the taxes and charges payable under this Clause is in addition to the license fee paid by You for the Services rendered by Calltry. The Taxes would include Service Tax & VAT ( Value Added Tax) or other taxes as applicable.
13) REFUNDS POLICY: ALL license Fee paid by you to Calltry are final and non-refundable. Until you terminate this Agreement, as specified in this agreement, you are responsible for paying the fee, regardless of whether you use Software or not.
14) NON-PERFORMANCE AND DELAYS: Calltry shall not be liable for any loss or damage resulting from non-performance by Calltry or its suppliers under this Agreement or from any delay in delivery of the software due to fire, labour unrest or strikes, delays in transportation or shipping, acts of God, war, acts of a public enemy, accident, or any other cause or causes beyond the control of Calltry.
15) COMPATIBILITY: This software is available on website as well as on mobile app and in this software you have the option to host your data anywhere in the world. However your devices or computer resources should be compatible with the JD Omni software. If your devices or computer resources does not sync with the JD Omni software, and causes any error or any loss or damage resulting from non-performance software, Calltry shall not be liable for any reason whatsoever.
16) SERVICE/SUPPORT: a) Calltry will use commercially reasonable efforts to make available Calltry Support Center on Monday through Friday, during Calltry’s normal business hours, excluding Calltry’s scheduled holidays. Calltry will provide you all the customer and technical support via telephone hotline support or through support@jdomni.com. However our support services shall be limited to providing matter pertaining our software under this agreement not otherwise. b) We shall not provide technical support for any third party products/software of any kind, incorporated by you into the website. We will use all commercially reasonable means to resolve your issues in this Agreement. c) Calltry will have no obligation to provide Maintenance Services for any Software that are damaged, modified (by anyone other than Calltry), incorporated into other software, or installed in any computing environment not supported by Calltry software program; or for any version of a software program other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Calltry’s reasonable control.
17) TRANSFER OF SOFTWARE PROGRAM: This agreement is non-transferable or non-assignable by the Client without the prior written consent of Calltry.
18) THIRD PARTY CONSULTANT: Calltry will not be liable for any costs incurred as a result of Client, for any reason, employing the services of a third party consultant or other technical personnel.
19) LICENSE FEES CHANGE: Calltry reserves the right to increase/raise the license fees of Software, at its discretion. The license fees will only become effective upon renewal of the order. For clarity, additional purchases of the software/ other features will be subject to the new pricing.
20) CLIENT’S OBLIGATION: i. You represent and warrant that i) You would be solely responsible and liable for the information uploaded, edited, modified in the Software provided by Calltry. ii) You shall be solely responsible and liable for any dispute arising out of your usage of our services. iii) You acknowledge and confirm that you will be subject to the rules, guidelines, policies, terms, and conditions applicable to the JD Omni. Calltry reserve the right, at its discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. iv) You undertake to provide a copy of the licenses/ registrations (in case of corporate body) including but not limited to valid Identity proofs such as ration card, adhar card, voter id card and residential proofs such as electricity bill, telephone bill etc., (in case of individual) required to use our services. v) You acknowledge that any breach of the covenants set forth here may be a cause for termination of your service by Calltry, at its sole discretion. vi) You agree that at all times, you will maintain appropriate records relating to the usage of our services and shall allow Calltry/ Government, /statutory authorities and any other appropriate entities to examine, inspect, audit and review all such records and any source document pertaining to the services. vii) You hereby undertake to upload the terms and conditions on your website which will be applicable to the user of your websites who visit you website for any purposes including but not limited to buys the product/s or avails the services whether online or otherwise. viii) You shall ensure and take all appropriate security measures to prevent unauthorized disclosure and/or access of any details such as user ids, passwords, sensitive personal information or any other information of any end-customers/ Customers, third party which are obtained by you in any manner whatsoever. ix) You shall make available any and all customer assistance channels to assist and guide the endcustomers/ Customers using your services and respond to any queries and address any issues that may arise in using Calltry services. x) You shall cooperate with Calltry and render assistance to it for connecting the respective JD Omni systems of the Parties. xi) You shall take all such precautions and measures to ensure that there is no breach of security. You shall work upon developing and implementing various security mechanisms at your own cost and ensure that there are proper encryption and robust security measures to prevent any hacking into the information and other data store on your computer system. xii) You acknowledge that responsibility for all content provided by you to Calltry for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that Calltry will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Content. xiii) You before providing the services to the end user through (JD Omni), shall be liable to check VAT/any other tax rates applicable on each and every product sold or services provided by you. Calltry shall not be liable for any error in any VAT/any other tax rates in the services provide through JD Omni. xiv) Calltry shall not be liable to update any changes in the VAT/any other tax rates in JD Omni. You shall be liable to update the VAT/ any other tax rates from time to time as per applicable laws on the products sold or services provided by you. xv) You acknowledge and agree that we may elect at its sole discretion to monitor the Content. We shall have the right, but not the obligation, to remove the content which is deemed, in our sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xvi) You agree to use the Services for legal purposes only. In the event that we become aware or reasonably believe, in its sole discretion, that the Services is being used for illegal purposes, we shall immediately terminate the Agreement and the Services as per our discretion, without notice, in addition to any remedies to which it (Calltry) may be entitled under law. xvii) Any attempt to undermine or cause harm to a server of ours is strictly prohibited. This includes, but is not limited to, attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your server, or anything that causes server malfunction. Failure to comply is subject to immediate account deactivation without refund. xviii) On the receipt of payment Calltry grants you the right/access to install and run one copy of the JD Omni only on one computer/PC. For a single license You will use/install JD Omni only in one outlet and if you intent to utilize JD OMNI for your another/additional outlet then you will have to make additional payment for availing JD Omni on the price/charges determined by Calltry from time to time.
You acknowledge that you are not acquiring title to or any interest in any software other than right to use the Software. Your right to use the software is conditioned upon your timely payment of the full amount of Fees due for the software program and your compliance with the terms of this agreement, including the following restrictions. When the Term expires, your rights to use the software also expire and you may no longer use the software program.
Client will not make any unauthorized, false, misleading, or illegal statements in onnection with this Agreement or regarding the Software program. Client will not make any representations or warranties concerning the Software on behalf of Calltry.
21)DISCLAIMER OF WARRANTY: i) This software is available to you “as-is whereas basis.” You bear the risk of using it. Calltry gives no express warranties, guarantees or conditions. Calltry will make all reasonable efforts to provide uninterrupted access subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, you acknowledge that Calltry and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Calltry shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Calltry shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data or business; interruption or stoppage to the access to and/or use of our service; interruption or stoppage of services etc. Calltry does not warrant that services will be provided uninterrupted or free from errors or it is free from any virus or other malicious, destructive or corrupting code, program or macro. No advice or information, whether oral or written, obtained by you from Calltry or through or from Calltry shall create any warranty. Calltry shall have no liability in this respect. ii) Calltry’s sole obligation and the your sole and exclusive remedy in the event of interruption services, or loss of use and/or access to service, shall be to use all reasonable endeavors to restore the Services as soon as reasonably possible.
22) LIMITED WARRANTY: i) EXCEPT FOR THE ABOVE WARRANTY, THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES ARE PROVIDED “AS IS WHEREAS BASIS”. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IS ASSUMED BY CLIENT. NEITHER Calltry, NOR AGENTS OF Calltry, NOR THE CREATORS OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, WARRANT OR GUARANTEE THE RESULT TO BE OBTAINED WITH THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IN TERMS OF CORRECTNESS, RELIABILITY OR LEGALITY. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ii) THE LIABILITY OF Calltry OR ANY AGENT OF Calltry OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES UNDER THE LIMITED WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE PROGRAM SOFTWARE MEDIA AND RELATED SOFTWARE AND MATERIALS. IN NO EVENT SHALL Calltry, OR ANY AGENT OF Calltry, OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT.
23) INDEMNITY: You shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with: i) breach of any provision of this Agreement or non-performance of any of its obligations under this Agreement by you; or ii) anything done or omitted to be done by you due to gross negligence, willful default or willful misconduct you or any of your officers, directors, employees or agents. iii) or resulting from Your business operations or use of Software provided by Calltry.
24) TERMINATION: i) The license granted hereunder shall continue subject to payment of license fees as prescribed by Calltry, time to time or unless and until terminated pursuant to Clause (ii) hereof and subject to Licensee’s proper performance of its obligations hereunder. ii) Calltry has the right to terminate this Agreement upon any material breach of terms and conditions by you. In the event of termination by client for any reason, Calltry will not refund the amount paid by you. On termination you shall forthwith return or destroy all data, information and software program and its updated versions, and provide written intimation of the same to Calltry. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes Calltry substantial harm is a material breach. Furthermore, any breach of the confidentiality, or non-competition provisions by you, or failure to make payments, shall be considered material breaches. Furthermore, any conduct or negligence that adversely affects the business or good will and brand name of Calltry will be considered a material breach, Calltry under such circumstances shall terminate the agreement without any further notice. iv) Upon termination of this agreement, Calltry shall retain all proprietary technology and services provided to you, and shall render inoperable all Subscriber websites and software after allowing for a commercially reasonable and orderly transition by you. Each Party shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this agreement.
25) PROHIBITED ACTIVITIES: i) The following content and activities may not be displayed or promoted by you and any person on your behalf nor Associated in any way with the Client’s account or Calltry’s services. Calltry shall be the sole arbiter as to what constitutes violation of this provision. ii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that belongs to another person and to which the user does not have any right to; iii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; iv) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that infringes any patent, trademark, copyright or other proprietary rights; or that violates any law for the time being in force; v) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; vi) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. vii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information/contents on the website that promotes any illegal or prohibited activity. viii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that may be damaging to Calltry’s servers or to any other server on the Internet. ix) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that promotes or sale of unsolicited or bulk email (SPAM) software or services or unsolicited or bulk e-mail or group posts (SPAM) which references and/or is traceable to Calltry and/or any Client in any way. x) Your sending any promotional emails/sms to your consumers and Calltry assumes no responsibility, liability including but not limited to the issues arising in connection with your customers being registered in DO NOT CALL/ DND registry with the Telecom Regulatory Authority of India. xi) You and any person on your behalf must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder. xii) You and any person on your behalf shall not, knowingly or intentionally conceal, destroy or alter or intentionally or knowingly causes another to conceal, destroy or alter any computer source code used for a computer, computer program, computer system or computer network of Calltry, without the permission of Calltry. xiii) You and any person on your behalf shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and you shall not misuse the computer resource of Calltry, without it permissions, and further shall not use the said devices for cheating by personating. xiv) You and any person on your behalf shall not access or use of an Internet account or computer resources without the owner’s authorization and further shall not download, copy or extract any data, computer data base or information from such computer network in any manner whatsoever; xv) You and any person on your behalf shall not introduce or causes to be introduced any computer contaminant or computer virus into any computer system or computer network and damages or causes to be damaged any computer system or computer network, data, computer data base or any other programs residing in such computer system or computer network. xvi) You and any person on your behalf shall not, disrupt or causes disruption of any computer, computer system or computer network or denies or causes the denial of access to any person authorized to access any computer system or computer network by any means. xvii) You and any person on your behalf shall not, destroy, delete or alter any information residing in a computer resource or diminishes its value or utility or affects it injuriously by any means and steel, conceal, destroy or alter or cause any person to steal, conceal, destroy or alter any computer source code used for a computer resource with an intention to cause damage. xviii) You agree that you and any person on your behalf shall not indulge or conspired, in any manner whatsoever in the aforesaid illegal activities. Calltry shall have the right, but not the obligation, to remove the Content which is deemed, in Calltry’s sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law.
You may not copy or use any Software program in any manner that is not expressly allowed under this agreement; You may not use our Software program or its output to develop or enhance any product that competes with a Calltry software; You may not disclose the results of any benchmarking of a Software program (whether or not the results were obtained with assistance from Calltry) to any third party; or You may not use a Software program in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.
You are prohibited to use, publish, email, reproduce, disclose, furnish, reveal, communicate, transfer or make accessible to any other person for any purpose any information that you encounter, acquire or learn about in connection with this agreement and Calltry has not given you written authorization to disclose or made available to the public, except as needed in the course of and for the benefit of the client. You are not indulging in any kind of piracy of software and also unauthorized, copying, downloading, sharing, selling, distribution or installing multiple copies onto personal or work computers of copyrighted software.
You hereby expressly agree that you shall not directly or indirectly host, display, upload, publish, transmit, or deal in the “BANNED PRODUCTS & SERVICES” at any time during the tenure of this Agreement. Without prejudice to the Calltry’s other rights & privileges, you bind yourself unequivocally to be solely liable for, including but not limited to, any legal actions and suits, and to make good to Calltry immediately upon demand damages suffered by Calltry directly or owing to claims by any third party, levy of assessment fees or fines, penal actions taken by Card Associations, the Banks, the RBI and any other statutory or competent authorities for any breach of any terms of this Agreement, including the dealing in the “BANNED PRODUCTS & SERVICES”
26) THIRD PARTY SOFTWARE PROHIBITED: You are strictly prohibited from installing any third party software on our program without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any notice.
27) CONTENT OWNERSHIP: i) All contents stored by you shall at all times remain the property of yours. You grant to Calltry nonexclusive, world-wide license to the content for the purposes of analytics and reporting or any other related purposes. ii) Calltry uses the information it collects through the JD OMNI to upgrade or secure its Services. Additionally, you agree that Calltry may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Calltry and its affiliates.
28) NON-COMPETE: During the term of this Agreement, and for a period of 2 (two) years after the termination of this Agreement, You agree not to develop or create any program of its own that is comparable in functionality or would compete with Calltry’s service in any way. You shall not directly, or through third person(s) or entity(s), attempt to develop, engineer, reverse engineer, create or re-create, any service that is comparable in functionality or concept with our service as outlined in this agreement. You shall not decompile, disassemble, or reverse engineer Calltry Materials or attempt to discover source code or other information concerning Calltry Materials including, without limitation, its design. You will not create any derivative work, program or product based on, or derived from JD OMNI, or use any information learned from JD OMNI to create any other program or product. You will not allow, encourage, facilitate, or assist any third party to do anything. You would be precluded from doing under this provision.
29) CONFIDENTIALITY: You shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of Calltry’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Calltry software program and plans for the Website ii) Specifications of Calltry’s software program and any future development plans iii) Concepts relating to Calltry software program not disclosed from the operation of the Website iv) Trade secrets of Calltry v) Information derived from providing the Services when Website is in operation, including but not limited to: 1. identities, contact information and credit card information of users (if applicable) 2. confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable) ii) Notwithstanding the forgoing, this confidentiality obligation shall not apply to any information which is already known to the public or produced in compliance with applicable law or a court order, provided you shall promptly notify Calltry so as to enable Calltry to seek a protective order or other appropriate remedy. You will return all the confidential information to Calltry within 30 (thirty) days from the expiry or the early termination of this agreement. The obligations contained in this Clause shall survive the termination of this Agreement
Notwithstanding the forgoing, in the event Calltry receives a validly issued administrative or judicial order, notice, warrant or other process that requires Calltry to share/disclose the confidential information then it shall be free to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.
30) SECURITY: Client has taken adequate encryption and security measures to maintain its computer resources secured under this agreement. You must ensure that you use the software through a secure network that requires a protective security safeguards. You shall comply with the security standards, as prescribed by the governments and implements the security management and procedures, network architecture, software design, and other critical protective measures to protect data and information.
31) CENSORSHIP: Calltry will exercise no control whatsoever over the content of the information passing through the network, email or website.
32) AUDIT AND COMPLIANCE: Calltry may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Software and Documentation to verify your compliance with this agreement. You agree to give Calltry (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Calltry will give you reasonable advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Calltry has a good-faith basis for believing that more frequent audits are warranted. Calltry will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse Calltry for these costs, in addition to other damages.
33) INTELLECTUAL PROPERTY RIGHTS: This Software is owned by Calltry and is subject to protection under the copyright, patent and trademark laws of the India and other countries. You shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc. ii) Calltry owns and retains all ownership and proprietary rights relating to services and its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, and all proprietary rights in the Services and all software code and content relating to the Services etc.. This Agreement does not transfer, sell, assign, or entitle you to any of our source codes, programming documentation, or trade secrets except as provided in the this Agreement. During the term of this Agreement, Calltry grants you, a right to use our services in connection with the use and maintenance of our service, consistent with the terms of this Agreement.
While availing the Products and Services of Calltry, Clients hereby grants Calltry the royalty-free, irrevocable, non-exclusive, right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, sublicense, create derivative works from, transfer, your contents and/or any other proprietary right to the site (in whole or part) worldwide and/or to incorporate your contents and/or any other proprietary right in other works in any form, media, or technology whether now known or later developed.
34) MISCELLANEOUS: i) No Guarantee of Business: Calltry does not guarantee that by installing and using of this software, your business/profit will increase. ii) No Marketing: Calltry is not obliged and does not promote you business. Calltry’s obligation under the Contract is limited to the obligations of providing access to software upon the receipt of requisite payment from your end. iii) Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, regarding the Software. iv) Supersession- This Agreement supersedes all prior agreements and understandings (whether written or oral) between Calltry and the Clients, or any of them, with respect to the subject matter hereof. v) Amendment – Calltry is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to You. It shall be Your sole responsibility to visit Calltry Website and update himself / herself of the changes to the Terms of Service. vi) Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted. vii) Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. viii) Survival of Provisions: The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement. ix) Force Majeure: Calltry shall not be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, hacking, virus prone, technical glitch, defacement, sabotage, stoppage of display or transmission of the website, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control. x) Arbitration: In the event a dispute arises between the parties under this AGREEMENT, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 30 (thirty) days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator to be appointed by Calltry at its sole discretion. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration. xi) Assignments: You shall not assign, in whole or in part, the benefits or obligations of this Agreement unless otherwise mutually agreed in writing xii) Notices: All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if personally delivered or sent by registered mail at the addresses as mentioned in the title to this document. Notices may also be sent through emails. xiii) Non-Exclusive Right: It is expressly agreed and understood between the parties hereto that this Agreement is on a non-exclusive basis and Calltry is free to provide similar services to third party. xiv) Governing Law and Jurisdiction: This AGREEMENT shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
In relation to any complaints or concerns, you can email to us at “feedback@Calltry.com” or call on our hotline No. 8888888888.
This Hosting Services Agreement (hereinafter referred to “Agreement”) is by and between Calltry Limited having its registered office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to “Calltry”, “We” & “Us”) and clients (hereinafter referred to “Our”, “You” & “your”) that describes your rights and obligation to use the our hosting services (hereinafter referred to “Service”). This Agreement sets forth the terms and conditions of your use of Hosting services (the “Services”), and represents the entire agreement between you and Calltry concerning the subject matter hereof. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, and any other agreements or policies that are expressly incorporated herein. We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We assume no liability or responsibility for your failure to receive a notification.
1) AUTHORIZATIONS: Client will use Calltry services in compliance with all regulations, laws and terms applicable to Client, including those of Calltry and of Servers locations.
2) RIGHT TO USE: Upon execution of this Agreement, You are granted right to use the service in accordance with the terms of this Agreement.
3) CLIENT’S RESPONSIBILITIES: i) Effective use of services provided by us presumes a certain degree of knowledge and skill on the part of the Client. We will not be held responsible for your inability to use our services due to your lack of the requisite knowledge and skills. ii)Client is solely responsible of managing and backing up his site and keeping his software scripts secure and up-to-date. iii) Calltry is responsible to implement Hosting Servers corresponding to the description of the Hosting services provided to the Client. Calltry is free to choose its implementation technology, methods and Server and services locations, including abroad or using foreign services and contractors in third countries. iv) Also further adaptations and extensions are at Calltry’s sole discretion. Calltry is not responsible for the security or proper function of software installed by Client, even if they are installed with Calltry tools.
4) HOSTING: Calltry agrees to host and maintain your website on its server(s), as outlined in this Agreement. Calltry on best effort basis will take all reasonable precautions to implement data backup services on the data stored in your websites. Calltry agrees to monitor hosting services and make sites available to Internet users. However, Calltry is not responsible for unintentional damages or loss, either incidental or direct, caused by a loss of your information.
5) DOMAIN NAMES: You shall acquire and maintain the Internet Protocol address and corresponding domain names for your website. Calltry may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by Calltry from time to time. Calltry shall execute the actions necessary to establish the address of your website, or to delete the address in the event your relationship is terminated or website cancelled in accordance with the rules, and regulations related to the Product.
6) FEES: In consideration of Calltry providing the Hosting Service as specified in this agreement, you shall make the payment of Hosting Service fee, as per the invoice issued to you from time to time. The terms of invoice shall prevail over the terms & conditions mentioned under this agreement.
Your right to use the hosting service is limited for the period of 5 (Five) years. You may have the option to extend your hosting service on paying of the fees. If you extend your hosting service, you may continue using the hosting service until the end of your extended period. After the expiration of your period, hosting service will stop. Calltry reserves its right to charge the additional fees for the hosting service, at any time, at its sole discretion, and the same shall be notified to client, in advance.
You agree to pay the fee as specified in invoice copy. You may opt to pay the fees through (i) Cheque; (ii) Demand Draft; (iii) RTGS (Real Time Gross Settlement); (iv) ECS (Electronic Clearing Service); and (v) CCSI (Credit Card Standing Instruction). Calltry does not encourage/prefer that payments be made in cash. Any cash payments made by you, shall be at your sole risk, without any recourse to Calltry.
In the event, if you fail to make any payment in time and as per the payment plan chosen by You, Calltry may, in its sole discretion, suspend your services until necessary payments are made by you. The right of Calltry to suspend the Service shall be without prejudice to Calltry’s right to terminate the agreement, without any further notification.
Calltry shall be allowed to terminate the right to use the service for non-payment of fees, for non-compliance, with any applicable rules, regulations or agreements regarding the use of our services or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. Calltry will notify you of any such instance including the name and reason for termination.
If any cheques are dishonored due to insufficient of funds, Calltry may present the cheques before the banks until the cheques are honored or till the validity of cheques. You shall not raise any objection in this regards and also shall be responsible for any/all liability, if any incurred. Further you acknowledge that any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. You shall also be liable to pay interest @18 % per annum during that period.
7) TAXES: You shall be entitled to pay all the taxes and charges (now in force or enacted in future), if any applicable or may be imposed on the said Services. You shall pay the said taxes and charges promptly without raising any objections.
8) SUPPORT: Calltry will provide support related to problems with the Hosting functions of its Servers (at the discretion of Calltry) during regular business hours via telephone hotline support 8888888888 or through support@jdomni.com. Support not related to core Hosting functions problems might be charged to Client at applicable rates.
9) CENSORSHIP: Calltry will exercise no control whatsoever over the content of the information passing through the network, email or Website.
10) STORAGE AND SECURITY: i) You shall be solely responsible for undertaking measures to: (1) prevent any loss or damage to your website or server content; (2) maintain independent archival and backup copies of your website or server content; and (3) ensure the security, confidentiality and integrity of all your website or server content transmitted through or stored on our servers. ii) Our servers are not an archive and we shall have no liability to you or any other person for loss, damage or destruction of any of your content. You shall not use the Service in any way, in our sole discretion, that shall impair the functioning or operation of our services or equipment. Specifically by way of example and not as a limitation, you shall not use the Services as: (1) a repository or instrument for placing or storing archived files; and/or (2) placing or storing material that can be downloaded through other websites. You acknowledge and agree that we have the right to carry out a forensic examination in the event of a compromise to your server or account.
11) WEBSITE/SERVER CONTENT: You shall be solely responsible for providing, updating, uploading and maintaining your website or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your website or server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services.
12) STORAGE AND LIMITS: All Web Hosting and Hosting plans, including the unlimited plans, are subject to a limitation prescribed by Calltry time to time. In the event these limitations are exceeded, your site may slow down or not be served until more resources are added. More resources may be added for additional fees.
13) NOTIFICATIONS: Calltry relies on e-mail as the primary means of notifying Clients of important system news, problems with Clients’ accounts or usage of those accounts, billing problems, etc. Any notifications will be e-mailed to Client domain’s primary e-mail address and/or to the contact e-mail address provided by Client upon application for services. Client agrees to monitor these e-mail addresses on a regular basis and to respond promptly, if required, to any notifications. Client notifications to Calltry should be made using Calltry’s portal.
14) CANCELLATION POLICY: Client bears all responsibility for ensuring effective cancellation of Client account. This responsibility includes providing effective and verifiable notification to Calltry of Client’s desire to cancel an account. This responsibility shall not be waived or modified by Client in any way at any time subsequent to the submission by Client of an application for Calltry account. Calltry will implement without further notification.
15) REFUSAL OF SERVICE:Calltry reserves the right to refuse or cancel service at Calltry’s sole discretion, with or without reason, with or without warning, and without indemnification.
16) SERVER ABUSE: Any attempts to undermine or cause harm to any server is strictly prohibited. This includes, but is not limited to attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your Server, or anything that causes Server malfunction. Failure to comply is subject to immediate account deactivation.
17) RESOURCE USAGE:Client can use the resources of Calltry in a reasonable way, which doesn’t disadvantage other clients of Calltry. Calltry will be the sole arbiter as to what constitutes a violation of this provision. Failure to comply is subject to immediate account Deactivation.
18) THIRD PARTY SOFTWARE: We reserve the right to modify, change, or discontinue any Third-Party Software at any time, and you agree to cooperate in performing such steps as may be necessary to install any updates to the Third-Party Software. The Third-Party Software is neither sold nor distributed to you, and you may use the Third-Party Software solely as part of the Services. You may not use the Third-Party Software outside of the Services. We may provide your personal information to third-party providers as required to provide the Third-Party Software. You acknowledge and agree that your use of the Third-Party Software is subject to our agreement(s) with the third-party providers. In addition, if the Third-Party Software is accompanied by or requires consent to a service or license agreement from the third-party provider, your use of the Third-Party Software is subject to such service or license agreement. You may not download, install, or use any Third-Party Software that is accompanied by or requires consent to a service or license agreement from a third-party provider unless you first agree to the terms and conditions of such service or license agreement. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Third-Party Software. You may not reverse engineer, decompile, or disassemble the Third-Party Software, except and only to the extent that such activity is expressly permitted by applicable law. You acknowledge and agree that the third-party providers (and their affiliates and suppliers) make no representations or warranties about any Third-Party Software offered in connection with the Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the Third-Party Software. You acknowledge and agree that any Third-Party Software will be supported by us and not by the third-party providers (or their affiliates or suppliers).
19) CLIENT’S OBLIGATION: You represent and warrant that i) You would be solely responsible and liable for the information uploaded, edited, modified in the software provided by Calltry. ii) You shall be solely responsible and liable for any dispute arising out of your usage of our products and services. iii) You acknowledge and confirm that you will be subject to the rules, guidelines, policies, terms, and conditions applicable to the services/product. Calltry reserve the right, at its discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. iv) You undertake to provide a copy of the licenses/ registrations (in case of corporate body) including but not limited to valid Identity proofs such as ration card, adhar card, voter id card and residential proofs such as electricity bill, telephone bill etc., (in case of individual) required to use our products and services. v) You acknowledge that any breach of the covenants set forth here may be a cause for termination of your service by Calltry, at its sole discretion. vi) You agree that at all times, you will maintain appropriate records relating to the usage of our services and shall allow Calltry/ Government, /statutory authorities and any other appropriate entities to examine, inspect, audit and review all such records and any source document pertaining to the services. vii) You hereby undertake to upload the terms and conditions on your website which will be applicable to the user of your websites who visit you website for any purposes including but not limited to buys the product/s or avails the services whether online or otherwise. viii) You shall ensure and take all appropriate security measures to prevent unauthorized disclosure and/or access of any details such as user ids, passwords, sensitive personal information or any other information of any end-customers/ Customers, third party which are obtained by you in any manner whatsoever. ix) You shall make available any and all customer assistance channels to assist and guide the end-customers/ Customers using your services and respond to any queries and address any issues that may arise in using Calltry products and services. x) You shall cooperate with Calltry and render assistance to it for connecting the respective software systems of the Parties. xi) You shall take all such precautions and measures to ensure that there is no breach of security. You shall work upon developing and implementing various security mechanisms at your own cost and ensure that there are proper encryption and robust security measures to prevent any hacking into the information and other data store on your computer system. xii) You acknowledges that responsibility for all content provided by you to Calltry for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that we will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Content. xiii) You acknowledge and agree that we may elect at its sole discretion to monitor the Content and your activities on the Website. We shall have the right, but not the obligation, to remove the content which is deemed, in our sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xiv) You agree to use the Services and the Website for legal purposes only. In the event that we become aware or reasonably believe, in its sole discretion, that the Website is being used for illegal purposes, we shall be entitled to immediately terminate the Agreement and the Services without notice in addition to any remedies to which it may be entitled under law.
20) PROHIBITED SERVICE: i) The following content and activities may not be displayed or promoted by you and any person on your behalf nor Associated in any way with the Client’s account or Calltry’s services. Calltry shall be the sole arbiter as to what constitutes violation of this provision. ii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that belongs to another person and to which the user does not have any right to; iii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that 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 whatever; iv) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that infringes any patent, trademark, copyright or other proprietary rights; or that violates any law for the time being in force; v) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; vi) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. vii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information/contents on the website that promotes any illegal or prohibited activity. viii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that may be damaging to Calltry’s servers or to any other server on the Internet. ix) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that promotes or sale of unsolicited or bulk email (SPAM) software or services or unsolicited or bulk e-mail or group posts (SPAM) which references and/or is traceable to Calltry and/or any Client in any way. x) Calltry assumes no responsibility, liability including but not limited to the issues arising in connection with your customers being registered in DO NOT CALL/ DND registry with the Telecom Regulatory Authority of India. xi) You and any person on your behalf must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder. xii) You and any person on your behalf shall not, knowingly or intentionally conceal, destroy or alter or intentionally or knowingly causes another to conceal, destroy or alter any computer source code used for a computer, computer programme, computer system or computer network of Calltry, without the permission of Calltry. xiii) You and any person on your behalf shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and you shall not misuse the computer resource of Calltry, without it permissions, and further shall not use the said devices for cheating by personation. xiv) You and any person on your behalf shall not access or use of an Internet account or computer resources without the owner’s authorization and further shall not download, copy or extract any data, computer data base or information from such computer network in any manner whatsoever; xv) You and any person on your behalf shall not introduce or causes to be introduced any computer contaminant or computer virus into any computer system or computer network and damages or causes to be damaged any computer system or computer network, data, computer data base or any other programmes residing in such computer system or computer network. xvi) You and any person on your behalf shall not, disrupt or causes disruption of any computer, computer system or computer network or denies or causes the denial of access to any person authorised to access any computer system or computer network by any means. xvii) You and any person on your behalf shall not, destroy, delete or alter any information residing in a computer resource or diminishes its value or utility or affects it injuriously by any means and steel, conceal, destroy or alter or cause any person to steal, conceal, destroy or alter any computer source code used for a computer resource with an intention to cause damage. xviii) You agree that you and any person on your behalf shall not indulge or conspired, in any manner whatsoever in the aforesaid illegal activities. Calltry shall have the right, but not the obligation, to remove the Content which is deemed, in Calltry’s sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xix) You are strictly prohibited from installing any third party software on our products and services without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any Notice.
You hereby expressly agree that you shall not directly or indirectly host, display, upload, publish, transmit, or deal in the “BANNED PRODUCTS & SERVICES” at any time during the tenure of this Agreement. Without prejudice to the Calltry’s other rights & privileges, you bind yourself unequivocally to be solely liable for, including but not limited to, any legal actions and suits, and to make good to Calltry immediately upon demand damages suffered by Calltry directly or owing to claims by any third party, levy of assessment fees or fines, penal actions taken by Card Associations, the Banks, the RBI and any other statutory or competent authorities for any breach of any terms of this Agreement, including the dealing in the “BANNED PRODUCTS & SERVICES”
21) TENURE/TERMINATION:i) The terms of this agreement is for the period of 5 (Five) years. This agreement may continue subject to the payment of hosting service fee as applicable, or until the termination of this agreement, as specified under this agreement. ii) This Agreement may also be terminated at any time by Calltry without assigning any reasons. Calltry has the right to terminate this Agreement and your right to use this service upon any material breach of terms and conditions by you. ii) This Agreement may be terminated by Calltry, upon your linking in the illegal, unlawful and prohibited activities prescribed under this agreement. iv) Upon termination of this agreement, Calltry shall retain all proprietary technology and services provided to you, and shall render inoperable all Subscriber websites and software after allowing for a commercially reasonable and orderly transition by you. Each Party shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this agreement.
22) LIMITATIONS; ACCOUNT TERMINATION: i) You acknowledge and agree that as a normal course of business, it may be necessary for us to migrate our servers. As a result, even if you have a dedicated IP, you may be assigned a different IP number. We do not warrant that you will be able to consistently maintain your given IP numbers. ii) You acknowledge and agree that upon expiration or termination of your Services, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you in connection with Services, including pointing the domain name system (“DNS”) for your domain name(s) away from our servers. Prior to termination of the Services, you are responsible for moving your website or server content off our servers. We will not transfer or FTP your website or server content to another provider. If you fail to move your website or server content off our servers prior to cancellation, then all such content will be deleted and we will not be able to provide a copy of such content. iii) Upon termination of the Services, all free products provided as part of the Services will be cancelled or revoked.
23) OWNERSHIP: i) Calltry maintains control and ownership of any and all IP numbers and addresses that may be assigned to Client and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses. Client shall keep the rights of ownership and use of his own domain name(s) even if Client changes Calltry. In case of disputes regarding authority over domain names, Calltry will follow industry standard practice of giving ultimate authority to the domain name registrant. Calltry maintain control and ownership of any copyright, proprietary and/or licensed software, scripts, programs, images, or other electronic data or media installed and or provided by Calltry. ii) All contents stored by you shall at all times remain the property of yours. You grant to Calltry non-exclusive, world-wide licence to the content only to the extent necessary for Calltry to host the website. Calltry uses the information it collects through the software features to upgrade or fix the software and otherwise improves the products and services. Additionally, You agree that Calltry may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Calltry and its affiliates.
24) INDEMNITY: i) Client is solely responsible for the content stored in his folders on Calltry’s Servers and agrees that it shall defend,indemnify, save and hold Calltry harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against Calltry, its agents, its customers, officers and employees, that may arise or result from any content, service provided or performed or agreed to be performed or any product sold by Client, it’s agents, employees or assigns. Client agrees to defend, indemnify and hold Calltry harmless against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with a Calltry Server; (2) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party and (3) copyright infringement. ii) Client shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with: breach of any provision of this Agreement or non-performance of any of its obligations under this Agreement by you; or anything done or omitted to be done by you due to gross negligence, willful default or willful misconduct you or any of your officers, directors, employees or agents, or resulting from Your business operations or use of Software provided by Calltry.
25) DISCLAIMER OF WARRANTY: i) The service is available to you “as-is whereas basis.” You bear the risk of using it. Calltry gives no express warranties, guarantees or conditions. Calltry will make all reasonable efforts to provide uninterrupted access and hosting services subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, you acknowledge that Calltry and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Calltry shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Calltry shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data or business; interruption or stoppage to the access to and/or use of our service; interruption or stoppage of services etc. Calltry does not warrant that hosting services will be provided uninterrupted or free from errors or it is free from any virus or other malicious, destructive or corrupting code, program or macro. No advice or information, whether oral or written, obtained by you from Calltry or through or from Calltry shall create any warranty. Calltry shall have no liability in this respect. Calltry’s sole obligation and the your sole and exclusive remedy in the event of interruption services, or loss of use and/or access to service, shall be to use all reasonable endeavors to restore the Services as soon as reasonably possible. ii) Calltry’s infrastructure has been designed to prevent and minimize damage risks. However, no insurance is given expressly or implied hereby, and any damages incurred by Client due to disruption of service (including loss of connectivity, Server outages, data corruption or loss) by Calltry or its provider or third parties is at Client’s sole charge, and shall in all cases be expressly limited to the fees paid by Client to Calltry for services in the corresponding period and shall under no circumstances include reimbursement for losses of income or other consequential damages claimed by Client.
26) LIMITATION & EXCLUSION OF REMEDIES AND DAMAGES: i) You agree that Calltry shall not be liable for any suspension or loss of the services, except to the limited extent that a remedy is provided under this agreement; interruption of business; access delays or access interruptions to the website(s) provided through or by the services; loss or liability resulting from acts of god; data non-delivery, mis-delivery, corruption, destruction or other modification; events beyond the control of the primary service Provider or backend service Provider; or loss or liability resulting from the unauthorized use or misuse of their account identifier or password. ii) Calltry’s aggregate liability arising from or relating to this agreement or maintenance, support or other service (regardless of the form of action or claim – e.g. Contract, warranty, tort, malpractice, and/or otherwise) will in no event exceed maximum amount paid by you to Calltry while availing Calltry’s service under this agreement. iii) Calltry will not in any case be liable for any Special, incidental, consequential, indirect or punitive damages even if Calltry has been advised of the possibility of such damages. Calltry is not responsible for lost profits or revenue, loss of use of our service, loss of data, costs of re-creating lost data, the cost of any substitute equipment or program, or claims by you.
27) CONFIDENTIALITY: You shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of Calltry business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Calltry services and plans for the Website ii) Specifications of Calltry services and any future development plans iii) Concepts relating to Calltry service not disclosed from the operation of the Website iv) Trade secrets of Calltry v) Information derived from providing the Services when Website is in operation, including but not limited to: 1. identities, contact information and credit card information of users (if applicable) 2. Confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable).
All information received by you shall be kept confidential and you shall use the same degree of care as you use to protect its own confidential information. An item will not be considered to be confidential information if it is; (i) already available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iv) proven to be already known to the recipient at the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided you shall promptly notify Calltry so as to enable Calltry to seek a protective order or other appropriate remedy. You will return all the confidential information to Calltry within 30 (thirty) days from the expiry or the early termination of this agreement. The obligations contained in this Clause shall survive the termination of this Agreement.
Notwithstanding the forgoing, in the event Calltry receives a validly issued administrative or judicial order, notice, warrant or other process that requires Calltry to share/disclose the confidential information then it shall be free to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.
28) PRIVACY:Calltry and Client will mutually keep the data private and not share or reuse the other party’s data, and put in place all normal reasonable security measures to protect each other’s data, including corresponding NDA agreements with employees and contractors. Client recognizes that Calltry can be required to provide data to legal authorities upon valid legal injunction, and to comply to such injunctions with or without Client’s authorization or consent. Furthermore, Client understands there is no absolute security, and in order to limit consequences of any accidental exposure, Client agrees to not use the Hosting storage for data beyond the data required for the Hosting. Client authorizes Calltry to backup and archive the Servers on-site and off-site, including Client’s data and Sites for the purpose of continuous Hosting operations, and to maintain Server logs required for Calltry’s technical operations and legal compliance. This authorization does not imply that Calltry must make or keep such backups, archives and logs. In case of suspected unauthorized use, or complaint, Calltry can, but must not, inspect Client data and traffic for compliance check purposes, prior to his decision to take measures.
29) INTELLECTUAL PROPERTY RIGHTS: i) This service is owned by Calltry Limited and is subject to protection under the copyright, patent and trademark laws of the India and other countries. You shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc. ii) Calltry owns and retains all ownership and proprietary rights relating to its services and its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, and all proprietary rights in the Website and all software code and content relating to the Website, etc.. This Agreement does not transfer, sell, assign, or entitle you to any of our source codes, programming documentation, or trade secrets except as provided in the this Agreement. During the term of this Agreement, Calltry grants you, right to use our services in connection with the use and maintenance of our service, consistent with the terms of this Agreement.
30) NON-COMPETE:During the term of this Agreement, and for a period of two years after the termination of this Agreement, You agree not to develop or create any program of its own that is comparable in functionality or would compete with Calltry’s service in any way. You shall not directly, or through third person(s) or entity(s), attempt to develop, engineer, reverse engineer, create or re-create, any service that is comparable in functionality or concept with our service as outlined in this agreement. You shall not decompile, disassemble, or reverse engineer Calltry Materials or attempt to discover source code or other information concerning Calltry Materials including, without limitation, its design. You will not create any derivative work, program or product based on, or derived from Software, or use any information learned from Software to create any other program or product. You will not allow, encourage, facilitate, or assist any third party to do anything. You would be precluded from doing under this provision.
31) GENERAL PROVISIONS: 1) Supersede – This Agreement supersedes all prior agreements and understandings (whether written or oral) between Calltry and the Clients, or any of them, with respect to the subject matter hereof. 2) Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted. 3) Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 4) Survival of Provisions: The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement. 5) Force Majeure: Either Party shall not be liable for its failure to perform under this Agreement as a result of any event of force majeure events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in Laws, Rules and Regulations, affecting the performance of the Party. 6) Arbitration: In the event a dispute arises between the parties under this AGREEMENT, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 30 days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator to be mutually agreed by the parties. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration. 7) Assignments: You shall not assign, in whole or in part, the benefits or obligations of this Agreement unless otherwise mutually agreed in writing. 8) Governing Law and Jurisdiction: This AGREEMENT shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
THIS SOFTWARE LICENSE & HOSTING SERVICE AGREEMENT (the “Agreement”) is entered into between Calltry Limited, having its registered Office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to as “Calltry”, “Licensor”, “We”, “Our”), and Clients (hereinafter referred to as “Client”, “Licensee”, & “You”). Calltry hereby grants the right to use its JD OMNI Software Program and Hosting Services (hereinafter referred to as “Product and Service”) to the “Client”, and the client acknowledges and agrees to comply with all of these Terms and consent to the transmission of certain information during Activation and for internet-based features of the software and hosting service. If you do not Accept and comply with these terms, you may not use the software and hosting service.
1) USAGE POLICY: You will use the Calltry’s Product and Service in a manner consistent with all local, states and Union regulations and laws. We reserve the right to suspend or cancel your access to any or all services provided by us when you are not in compliance to the terms of this agreement and/or we decide that your account has been inappropriately used.
2) DESCRIPTION OF SOFTWARE: This agreement applies to the most recent release of JD OMNI software program. JD OMNI Software (hereinafter referred as Software) is a one stop solution for retailers to manage their in-store and online business. It is a cloud based platform/solution to manage products inventory, purchases, suppliers, sales and customers. You will be able to use this software for the purposes of setting up your store virtually and starting your online business. This Software has the features through which you yourself can set up your store virtually, add & delete the products, access to Dashboard, manage inventory & purchases of your store, print your own barcode. This software is available on website as well as on mobile app. In this software you have the option of choosing the features which you want to use and pay only for those features as agreed between parties. This software will be accessible on website as well as on compatible mobile devices. The software accessible on compatible mobile devices will be available with limited features for its proper, easy and smooth functioning.
3) TERMS OF USE: This agreement only gives you rights to use the Product and Service as per the features obtained and fee paid by you. You may use the Product and Service only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Product and Service that only allow you to use it in certain ways. Client has the exclusive right to use the Product and Service only for a license period or as per the rights granted under this agreement.
You may only use the software on a single computer at one time and may do so only via a user interface connected directly to said single computer and not in any manner over a network, regardless of whether said network is a wide area network (WAN) or a local area network (LAN). You may NOT distribute copies of or documentation of the software to others. THE ACTUAL SOFTWARE PROGRAM COMPONENTS REMAIN THE PROPERTY OF Calltry. You may not sell, lease, rent, or otherwise distribute and/or sub-license the Software, including the manuals and documentation of same, to another person at any price. It is illegal to make copies of the Software Program, or Components. The Software Program and Components are protected by the copyright laws pertaining to computer software. It is illegal to give copies of the Software Program, Components and Modules, or manuals and documentation of same to another person, or to duplicate the Software Program or Components and Modules by any other means, including electronic transmission. Software contains trade secrets and in order to protect such trade secrets you may not decompile, reverse engineer, disassemble, or otherwise reduce software program to human perceivable form. You may not modify, adapt, translate, rent, lease, or create derivative works based upon software program or any part thereof.
4) RIGHT TO USE:Upon execution of this Agreement, You are granted right to use the Product and Service in accordance with the terms of this Agreement.
5) CLIENT’S RESPONSIBILITIES: Effective use of Product and Service provided by Calltry presumes a certain degree of knowledge and skill on the part of the Client. We will not be held responsible for your inability to use our Product and Service due to your lack of the requisite knowledge and skills.
6) USE OF JD OMNI SOFTWARE: i) The software is licensed, not sold. Under this agreement, we grant you the right to install and run one copy of software only on one computer with which you acquired the software, for use by one person at a time, but only if you comply with all the terms of this agreement. You may not make the software available for simultaneous use by multiple users. Calltry grants you the license to right to use the software only upon the receipt of license fees as determined by Calltry from time to time. The necessary instructions for operating the software are mentioned in the user manual available in the software after successful login. ii) The components of the software are licensed as a single unit. You may not separate or virtualize the components and install them on different computers. Calltry does not give permission for installation of the software on a server or for use by or through other computers or devices connected to the server over an internal or external network. You may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified. iii) Calltry may use commercially reasonable efforts to provide corrections to Software error. Any other upgrades or enhancements to the Software are not made available by Calltry as part of this agreement and may be subject to additional charges.
7) LICENSE OF JD OMNI SOFTWARE PROGRAM:i) Calltry grants you the license of JD Omni software program only upon receipt of license fee as determined by Calltry, from time to time , in according to the terms of this Agreement.
8) FEES: i) In consideration of Calltry providing the Product and Service as specified in this agreement, you shall make the payment of fee as per the invoice issued to you from time to time. The terms of invoice shall prevail over the terms of this agreement. ii) Your right to use the Product and Service is limited to the license period. You may have the option to extend your Service upon paying of the requisite fees. If you extend your service, you may continue using the Product and Service until the end of your extended service period. After the expiration of the period, Product and Service will stop running on your computer. iii) Calltry shall make best efforts to install & activate the product and services from the date of receipt of fee into its bank account (subject to delay due to technical malfunctions). However Calltry will not be liable in any manner for any delay in activating your contract. iv) You agree to pay the fee as specified in invoice copy. You may opt to pay the fees through (i) Cheque; (ii) Demand Draft; (iii) RTGS (Real Time Gross Settlement); (iv) ECS (Electronic Clearing Service); and (v) CCSI (Credit Card Standing Instruction). Calltry does not encourage/prefer that payments be made in cash. Any cash payments made by you, shall be at your sole risk, without any recourse to Calltry. v) In the event, if you fail to make any installments in time and as per the payment plan chosen by You, Calltry may, in its sole discretion, suspend the services until necessary payments are made by you. The right of Calltry to suspend the Service shall be without prejudice to Calltry’s right to terminate the agreement, without any further notification vi) Calltry shall be allowed to terminate the right to use the service to a particular licensor for non-payment of fees, for noncompliance, with any applicable rules, regulations or agreements regarding the use of the service or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. Calltry will notify you of any such instance including the name of licensor and reason for termination. vii) If any cheques are dishonored due to insufficient of funds, Calltry may present the cheques before the banks until the cheques are honored or till the validity of cheques. You shall not raise any objection in this regards and also shall be responsible for any/all liability, if any incurred. Further you acknowledge that any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. You shall also be liable to pay interest @18 % per annum during that period.
9) ISSUANCE OF INVOICE: Calltry will issue an invoice to you containing, inter-alia, the following details: a) Clients details b)License Fees c)Description of the features of Software, if required d)Type of access chosen by you (either website or App or both) if required.
10) TAXES: Calltry is entitled to levy you for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services. You shall pay the said taxes and charges promptly without raising any objections. You also agree that in the event the said taxes and charges are not charged by Calltry the taxes shall be paid by you directly to the authorities concerned without raising any objection. You further agrees that the taxes and charges payable under this Clause is in addition to the license fee paid by You for the Services rendered by Calltry. The Taxes would include Service Tax & VAT ( Value Added Tax) or other taxes as applicable.
11) HOSTING SERVICE: Calltry agrees to host and maintain your website on its server(s), as outlined in this Agreement. Calltry will take all reasonable precautions to implement data backup services on the data stored in your websites. Calltry agrees to monitor hosting services and make sites available to Internet users. However, Calltry is not responsible for unintentional damages or loss, either incidental or direct, caused by a loss of your information.
You shall acquire and maintain the Internet Protocol address and corresponding domain names for your website. Calltry may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by Calltry from time to time. Calltry shall execute the actions necessary to establish the address of your website, or to delete the address in the event your relationship is terminated or website cancelled in accordance with the rules, and regulations related to the product. Calltry shall provide you the ability to access data on your Website and make changes with a password set by you. Your connection will be secured by the firewall.
Your right to use the hosting service is limited for the period of 5 (Five) years. You may have the option to extend your hosting service on paying of the fees. If you extend your hosting service, you may continue using the hosting service until the end of your extended period. After the expiration of your period, hosting service will stop. Calltry reserves its right to charge the fees for the hosting service, at any time, at its sole discretion, and the same shall be notified to client, in advance. All Web Hosting and Hosting plans, including the unlimited plans, are subject to a limitation prescribed by Calltry time to time. In the event these limitations are exceeded, your site may slow down or not be served until more resources are added. More resources may be added for additional fees.
You shall be solely responsible for providing, updating, uploading and maintaining your website or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your website or server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services.
12) SERVICE/SUPPORT: a) Calltry will use commercially reasonable efforts to make available Calltry Support Center on Monday through Friday, during Calltry’s normal business hours, excluding Calltry’s scheduled holidays. Calltry will provide you all the customer and technical support via telephone hotline support 8888888888 or through support@jdomni.com. However our support services shall be limited to providing matter pertaining our software under this agreement not otherwise. b) We shall not provide technical support for any third party products/software of any kind, incorporated by you into the website. On best effort basis, we will use all commercially reasonable means to resolve your issues in this Agreement. c) Calltry will have no obligation to provide Maintenance Services for any Software that are damaged, modified (by anyone other than Calltry), incorporated into other software, or installed in any computing environment not supported by Calltry software program; or for any version of a software program other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Calltry’s reasonable control.
13) REFUNDS POLICY: All fees paid by you to Calltry are final and non-refundable. Until you terminate this Agreement, as specified in this agreement, you are responsible for paying the fee, regardless of whether you use our Product and Service or not.
14) NON-PERFORMANCE AND DELAYS: Calltry shall not be liable for any loss or damage resulting from non-performance by Calltry or its suppliers under this Agreement or from any delay in delivery of the Product and Service due to fire, labour unrest or strikes, delays in transportation or shipping, acts of God, war, acts of a public enemy, accident, hacking, technical glitch or any other cause or causes beyond the control of Calltry.
15) THIRD PARTY CONSULTANT: Calltry will not be liable for any costs incurred as a result of Client, for any reason, employing the services of a third party consultant or other technical personnel.
16) TRANSFER: This agreement is non-transferable or assignable by the Client without the prior written consent of Calltry.
17) FEES CHANGE: Calltry reserves the right to increase/raise the fees, at its discretion. The fees will only become effective upon renewal of the order. For clarity, additional purchases of the service/ other features will be subject to the new pricing.
18) CLIENT’S OBLIGATION: i) You represent and warrant that i) You would be solely responsible and liable for the information uploaded, edited, modified in the Software provided by Calltry. ii) You shall be solely responsible and liable for any dispute arising out of your usage of our services. iii) You acknowledge and confirm that you will be subject to the rules, guidelines, policies, terms, and conditions applicable to the JD Omni. Calltry reserve the right, at its discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. iv) You undertake to provide a copy of the licenses/ registrations (in case of corporate body) including but not limited to valid Identity proofs such as ration card, adhar card, voter id card and residential proofs such as electricity bill, telephone bill etc., (in case of individual) required to use our services. v) You acknowledge that any breach of the covenants set forth here may be a cause for termination of your service by Calltry, at its sole discretion. vi) You agree that at all times, you will maintain appropriate records relating to the usage of our services and shall allow Calltry/ Government, /statutory authorities and any other appropriate entities to examine, inspect, audit and review all such records and any source document pertaining to the services. vii) You hereby undertake to upload the terms and conditions on your website which will be applicable to the user of your websites who visit you website for any purposes including but not limited to buys the product/s or avails the services whether online or otherwise. viii) You shall ensure and take all appropriate security measures to prevent unauthorized disclosure and/or access of any details such as user ids, passwords, sensitive personal information or any other information of any end-customers/ Customers, third party which are obtained by you in any manner whatsoever. ix) You shall make available any and all customer assistance channels to assist and guide the end-customers/ Customers using your services and respond to any queries and address any issues that may arise in using Calltry services. x) You shall cooperate with Calltry and render assistance to it for connecting the respective JD Omni systems of the Parties. xi) You shall take all such precautions and measures to ensure that there is no breach of security. You shall work upon developing and implementing various security mechanisms at your own cost and ensure that there are proper encryption and robust security measures to prevent any hacking into the information and other data store on your computer system. xii) You acknowledge that responsibility for all content provided by you to Calltry for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that Calltry will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Content. xiii) You before providing the services to the end user through (JD Omni), shall be liable to check VAT/any other tax rates applicable on each and every product sold or services provided by you. Calltry shall not be liable for any error in any VAT/any other tax rates in the services provide through JD Omni. xiv) Calltry shall not be liable to update any changes in the VAT/any other tax rates in JD Omni. You shall be liable to update the VAT/ any other tax rates from time to time as per applicable laws on the products sold or services provided by you. xv) You acknowledge and agree that we may elect at its sole discretion to monitor the Content. We shall have the right, but not the obligation, to remove the content which is deemed, in our sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xvi) You agree to use the Services for legal purposes only. In the event that we become aware or reasonably believe, in its sole discretion, that the Services is being used for illegal purposes, we shall immediately terminate the Agreement and the Services as per our discretion, without notice, in addition to any remedies to which it (Calltry) may be entitled under law. xvii) Any attempt to undermine or cause harm to a server of ours is strictly prohibited. This includes, but is not limited to, attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your server, or anything that causes server malfunction. Failure to comply is subject to immediate account deactivation without refund. xviii) On the receipt of payment Calltry grants you the right/access to install and run one copy of the JD Omni only on one computer/PC. For a single license You will use/install JD Omni only in one outlet and if you intent to utilize JD OMNI for your another/additional outlet then you will have to make additional payment for availing JD Omni on the price/charges determined by Calltry from time to time.
You acknowledge that you are not acquiring title to or any interest in any Calltry Product and Service other than right to use the same. Your right to use of our Product and Service is conditioned upon your timely payment of the full amount of Fees due for Product and Service and your compliance with the terms of this agreement, including the following restrictions. When the Term expires, your rights to use the Product and Service also expire and you may no longer use the Product and Service.
Client will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Product and Service. Client will not make any representations or warranties concerning the Product and Service on behalf of Calltry.
19) DISCLAIMER OF WARRANTY: i) This Product and Service is available to you “as-is whereas basis.” You bear the risk of using it. Calltry gives no express warranties, guarantees or conditions. Calltry will make all reasonable efforts to provide uninterrupted access and hosting services subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, you acknowledge that Calltry and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Calltry shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Calltry shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data or business; interruption or stoppage to the access to and/or use of our service; interruption or stoppage of services etc. Calltry does not warrant that hosting services will be provided uninterrupted or free from errors or it is free from any virus or other malicious, destructive or corrupting code, program or macro. No advice or information, whether oral or written, obtained by you from Calltry or through or from Calltry shall create any warranty. Calltry shall have no liability in this respect. ii) Calltry’s sole obligation and the your sole and exclusive remedy in the event of interruption services, or loss of use and/or access to service, shall be to use all reasonable endeavors to restore the Services as soon as reasonably possible.
20) LIMITED WARRANTY: i) EXCEPT FOR THE ABOVE WARRANTY, THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES ARE PROVIDED “AS IS WHEREAS BASIS”. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IS ASSUMED BY CLIENT. NEITHER Calltry, NOR AGENTS OF Calltry, NOR THE CREATORS OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, WARRANT OR GUARANTEE THE RESULT TO BE OBTAINED WITH THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IN TERMS OF CORRECTNESS, RELIABILITY OR LEGALITY. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ii) THE LIABILITY OF Calltry OR ANY AGENT OF Calltry OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES UNDER THE LIMITED WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE PROGRAM SOFTWARE MEDIA AND RELATED SOFTWARE AND MATERIALS. IN NO EVENT SHALL Calltry, OR ANY AGENT OF Calltry, OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT.
21) INDEMNITY: You shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with: i) breach of any provision of this Agreement or non-performance of any of its obligations under this Agreement by you; or ii) anything done or omitted to be done by you due to gross negligence, willful default or willful misconduct you or any of your officers, directors, employees or agents. iii) or resulting from Your business operations or use of Software provided by Calltry.
22) TERMINATION: i) The right to use our Product and Service hereunder shall continue subject to payment of fees as prescribed by Calltry, time to time or unless and until terminated pursuant to Clause (ii) hereof and subject to your proper performance of its obligations hereunder. ii) Calltry has the right to terminate this Agreement upon any material breach of terms and conditions by you. In the event of termination by client for any reason, Calltry will not refund the amount paid by you. On termination you shall forthwith return or destroy all data, information and software program and its updated versions, and provide written intimation of the same to Calltry. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes Calltry substantial harm is a material breach. Furthermore, any breach of the confidentiality, or non-competition provisions by you, or failure to make payments, shall be considered material breaches. Furthermore, any conduct or negligence that adversely affects the business or good will and brand name of Calltry will be considered a material breach Calltry Under such circumstances shall terminate the agreement without any further notice . iv) Upon termination of this agreement, Calltry shall retain all proprietary technology and services provided to you, and shall render inoperable all Subscriber websites and software after allowing for a commercially reasonable and orderly transition by you. Each Party shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this agreement.
23) PROHIBITED ACTIVITIES: i) The following content and activities may not be displayed or promoted by you and any person on your behalf nor Associated in any way with the Client’s account or Calltry’s services. Calltry shall be the sole arbiter as to what constitutes violation of this provision. ii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that belongs to another person and to which the user does not have any right to; iii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; iv) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that infringes any patent, trademark, copyright or other proprietary rights; or that violates any law for the time being in force; v) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; vi) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. vii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information/contents on the website that promotes any illegal or prohibited activity. viii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that may be damaging to Calltry’s servers or to any other server on the Internet. ix) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that promotes or sale of unsolicited or bulk e-mail (SPAM) software or services or unsolicited or bulk e-mail or group posts (SPAM) which references and/or is traceable to Calltry and/or any Client in any way. x) Your sending any promotional emails/sms to your consumers and Calltry assumes no responsibility, liability including but not limited to the issues arising in connection with your customers being registered in DO NOT CALL/ DND registry with the Telecom Regulatory Authority of India. xi) You and any person on your behalf must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder. xii) You and any person on your behalf shall not, knowingly or intentionally conceal, destroy or alter or intentionally or knowingly causes another to conceal, destroy or alter any computer source code used for a computer, computer program, computer system or computer network of Calltry, without the permission of Calltry. xiii) You and any person on your behalf shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and you shall not misuse the computer resource of Calltry, without it permissions, and further shall not use the said devices for cheating by personating. xiv) You and any person on your behalf shall not access or use of an Internet account or computer resources without the owner’s authorization and further shall not download, copy or extract any data, computer data base or information from such computer network in any manner whatsoever; xv) You and any person on your behalf shall not introduce or causes to be introduced any computer contaminant or computer virus into any computer system or computer network and damages or causes to be damaged any computer system or computer network, data, computer data base or any other programs residing in such computer system or computer network. xvi) You and any person on your behalf shall not, disrupt or causes disruption of any computer, computer system or computer network or denies or causes the denial of access to any person authorized to access any computer system or computer network by any means. xvii) You and any person on your behalf shall not, destroy, delete or alter any information residing in a computer resource or diminishes its value or utility or affects it injuriously by any means and steel, conceal, destroy or alter or cause any person to steal, conceal, destroy or alter any computer source code used for a computer resource with an intention to cause damage. xviii) You agree that you and any person on your behalf shall not indulge or conspired, in any manner whatsoever in the aforesaid illegal activities. Calltry shall have the right, but not the obligation, to remove the Content which is deemed, in Calltry’s sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xix) You are strictly prohibited from installing any third party software on our services without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any notice.
You may not copy or use any Software program in any manner that is not expressly allowed under this agreement; You may not use our Software program or its output to develop or enhance any product that competes with a Calltry software; You may not disclose the results of any benchmarking of a Software program (whether or not the results were obtained with assistance from Calltry) to any third party; or You may not use a Software program in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.
You are prohibited to use, publish, email, reproduce, disclose, furnish, reveal, communicate, transfer or make accessible to any other person for any purpose any information that you encounter, acquire or learn about in connection with this agreement and Calltry has not given you written authorization to disclose or made available to the public, except as needed in the course of and for the benefit of the client. You are not indulging in any kind of piracy of software and also unauthorized, copying, downloading, sharing, selling, distribution or installing multiple copies onto personal or work computers of copyrighted software.
You are strictly prohibited from installing any third party software on our program without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any notice.
You hereby expressly agree that you shall not directly or indirectly host, display, upload, publish, transmit, or deal in the “BANNED PRODUCTS & SERVICES” at any time during the tenure of this Agreement. Without prejudice to the Calltry’s other rights & privileges, you bind yourself unequivocally to be solely liable for, including but not limited to, any legal actions and suits, and to make good to Calltry immediately upon demand damages suffered by Calltry directly or owing to claims by any third party, levy of assessment fees or fines, penal actions taken by Card Associations, the Banks, the RBI and any other statutory or competent authorities for any breach of any terms of this Agreement, including the dealing in the “BANNED PRODUCTS & SERVICES”
24) CONTENT OWNERSHIP: i) Calltry maintains control and ownership of any and all IP numbers and addresses that may be assigned to Client and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses. Client shall keep the rights of ownership and use of his own domain name(s) even if Client changes Calltry. In case of disputes regarding authority over domain names, Calltry will follow industry standard practice of giving ultimate authority to the domain name registrant. Calltry maintain control and ownership of any copyright, proprietary and/or licensed software, scripts, programs, images, or other electronic data or media installed and or provided by Calltry. ii) All contents stored by you shall at all times remain the property of yours. You grant to Calltry non-exclusive, world-wide licence to the content only to the extent necessary for Calltry to host the website. Calltry uses the information it collects through the software features to upgrade or fix the software and otherwise improves the products and services. Additionally, you agree that Calltry may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Calltry and its affiliates.
25) NON-COMPETE: During the term of this Agreement, and for a period of 2 (two) years after the termination of this Agreement, You agree not to develop or create any program of its own that is comparable in functionality or would compete with Calltry’s service in any way. You shall not directly, or through third person(s) or entity(s), attempt to develop, engineer, reverse engineer, create or re-create, any service that is comparable in functionality or concept with our service as outlined in this agreement. You shall not decompile, disassemble, or reverse engineer Calltry Materials or attempt to discover source code or other information concerning Calltry Materials including, without limitation, its design. You will not create any derivative work, program or product based on, or derived from JD OMNI, or use any information learned from JD OMNI to create any other program or product. You will not allow, encourage, facilitate, or assist any third party to do anything. You would be precluded from doing under this provision.
26) CONFIDENTIALITY: You shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of Calltry’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Calltry software program and plans for the Website ii) Specifications of Calltry’s software program and any future development plans iii) Concepts relating to Calltry software program not disclosed from the operation of the Website iv) Trade secrets of Calltry v) Information derived from providing the Services when Website is in operation, including but not limited to: 1) identities, contact information and credit card information of users (if applicable) 2) confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable) ii) Notwithstanding the forgoing, this confidentiality obligation shall not apply to any information which is already known to the public or produced in compliance with applicable law or a court order, provided you shall promptly notify Calltry so as to enable Calltry to seek a protective order or other appropriate remedy. You will return all the confidential information to Calltry within 30 (thirty) days from the expiry or the early termination of this agreement. The obligations contained in this Clause shall survive the termination of this Agreement
Notwithstanding the forgoing, in the event Calltry receives a validly issued administrative or judicial order, notice, warrant or other process that requires Calltry to share/disclose the confidential information then it shall be free to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.
27) PRIVACY: Calltry and Client will mutually keep the data private and not share or reuse the other party’s data, and put in place all normal reasonable security measures to protect each other’s data, including corresponding NDA agreements with employees and contractors. Client recognizes that Calltry can be required to provide data to legal authorities upon valid legal injunction, and to comply to such injunctions with or without Client’s authorization or consent. Furthermore, Client understands there is no absolute security, and in order to limit consequences of any accidental exposure, Client agrees to not use the Hosting storage for data beyond the data required for the Hosting. Client authorizes Calltry to backup and archive the Servers on-site and off-site, including Client’s data and Sites for the purpose of continuous Hosting operations, and to maintain Server logs required for Calltry’s technical operations and legal compliance. This authorization does not imply that Calltry must make or keep such backups, archives and logs. In case of suspected unauthorized use, or complaint, Calltry can, but must not, inspect Client data and traffic for compliance check purposes, prior to his decision to take measures.
28) SECURITY: Client has taken adequate encryption and security measures to maintain its computer resources secured under this agreement. You must ensure that you use the software through a secure network that requires a protective security safeguards. You shall comply with the security standards, as prescribed by the governments and implements the security management and procedures, network architecture, software design, and other critical protective measures to protect data and information.
You shall be solely responsible for undertaking measures to: i) prevent any loss or damage to your website or server content; ii) maintain independent archival and backup copies of your website or server content; and iii) ensure the security, confidentiality and integrity of all your website or server content transmitted through or stored on our servers. iv) we shall have no liability to you or any other person for loss, damage or destruction of any of your content. You shall not use the Service in any way, in our sole discretion, that shall impair the functioning or operation of our services or equipment. Specifically by way of example and not as a limitation, you shall not use the Services as: i) a repository or instrument for placing or storing archived files; and/or ii) placing or storing material that can be downloaded through other websites. You acknowledge and agree that we have the right to carry out a forensic examination in the event of a compromise to your server or account. Any attempts to undermine or cause harm to any server is strictly prohibited. This includes, but is not limited to attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your Server, or anything that causes Server malfunction. Failure to comply is subject to immediate account deactivation.
29) CENSORSHIP:Calltry will exercise no control whatsoever over the content of the information passing through the network, email or website.
30) AUDIT AND COMPLIANCE: Calltry may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Software and Documentation to verify your compliance with this agreement. You agree to give Calltry (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Calltry will give you reasonable advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Calltry has a good-faith basis for believing that more frequent audits are warranted. Calltry will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse Calltry for these costs, in addition to other Damages.
31) INTELLECTUAL PROPERTY RIGHTS: This Software is owned by Calltry and is subject to protection under the copyright, patent and trademark laws of the India and other countries. You shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc. ii) Calltry owns and retains all ownership and proprietary rights relating to services and its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, and all proprietary rights in the Services and all software code and content relating to the Services etc.. This Agreement does not transfer, sell, assign, or entitle you to any of our source codes, programming documentation, or trade secrets except as provided in the this Agreement. During the term of this Agreement, Calltry grants you, a right to use our services in connection with the use and maintenance of our service, consistent with the terms of this Agreement.
32) MISCELLANEOUS: i) No Guarantee of Business: Calltry does not guarantee that by installing and using of this software, your business/profit will increase. ii) No Marketing: Calltry is not obliged and does not promote you business. Calltry’s obligation under the Contract is limited to the obligations of providing access to software upon the receipt of requisite payment from your end. iii) Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, regarding the Software. iv) Supersession- This Agreement supersedes all prior agreements and understandings (whether written or oral) between Calltry and the Clients, or any of them, with respect to the subject matter hereof. v) Amendment – Calltry is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to You. It shall be Your sole responsibility to visit Calltry Website and update himself / herself of the changes to the Terms of Service. vi) Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted. vii) Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. viii) Survival of Provisions: The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement. ix) Force Majeure: Calltry shall not be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, hacking, virus prone, technical glitch, defacement, sabotage, stoppage of display or transmission of the website, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control. x) Arbitration: In the event a dispute arises between the parties under this AGREEMENT, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 30 (thirty) days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator to be appointed by Calltry at its sole discretion. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration. xi) Assignments: You shall not assign, in whole or in part, the benefits or obligations of this Agreement unless otherwise mutually agreed in writing. xii) Notices: All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if personally delivered or sent by registered mail at the addresses as mentioned in the title to this document. Notices may also be sent through emails. xiii) Non-Exclusive Right: It is expressly agreed and understood between the parties hereto that this Agreement is on a non-exclusive basis and Calltry is free to provide similar services to third party. xiv) Governing Law and Jurisdiction: This AGREEMENT shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
Calltry is acting as an intermediary between Users and HDFC Bank for providing HDFC UPI facility on its portal.
These terms and conditions shall be in addition to HDFC Bank’s Privacy Policy and Calltry’s Privacy Policy and other applicable policy available at Calltry portal.
To read HDFC Bank Privacy policy, click here.
The user of this HDFC Bank UPI facility (the ‘User’) should have his mobile number registered with the Bank and should have existing relationship with his/her Bank for availing this Facility/Service, using HDFC Bank UPI facility. The Facility/Service shall be made available only to the User satisfying the eligibility criteria and shall be provided at the sole discretion of HDFC Bank Ltd and may be discontinued by HDFC Bank Ltd at any time without notice.
The User shall be solely responsible and liable:
For the accuracy of any personal or other information provided for availing this Facility/Service.
For Pay or Collect requests initiated through HDFC Bank UPI facility.
To comply with the applicable laws, rules and regulations governing such funds transfers as stipulated by the Reserve Bank of India, from time to time.
For all loss, cost and damage, if he/she has breached the terms and conditions contained herein and in the HDFC Bank Mobile Banking Policy.
HDFC and Calltry shall not be held responsible and liable for any loss, cost and damage suffered by the User due to disclosure of his personal or other information to a third party including but not limited to statutory/regulatory authority by
HDFC Bank Ltd for whatsoever reason e.g. participation in any telecommunication or electronic clearing network in compliance with a legal or regulatory directive for statistical analysis or for credit rating or for any legal or regulatory compliance.
This services are provided on an “as is, “as available” basis without any representations or warranties. Calltry do not represent or warrant that the services will be available, accessible, uninterrupted, timely, secure, accurate, complete, or entirely error -free.
For any concerns for any queries in relation to UPI services please email us at pgsupport@Calltry.com or call us at +91 – 8888888888
Dispute Redressal Mechanism – Unified Payments Interface
What is NPCI?
NPCI is an authorized payment system operator by RBI. NPCI owns and operates UPI payment system.
What is PSP bank?
PSP is the banking company authorized to act as a Payment Service Provider (PSP) under the UPI framework. PSP engages the TPAP to provide UPI services to the end-user customers.
What is TPAPs?
Third Party Application Provider (TPAP) is an entity that provides the UPI compliant app(s) to the end-user customers to facilitate UPI based payment transactions.
What is Customer’s Bank?
The Bank where the end-user customer maintains his/her account that has been linked for the purpose of debiting/crediting the payment transactions made through UPI.
Who is End User Customer?
The end-user customer is the individual who uses UPI payment facility to send and receive payments.
We hereby confirm that:
Roles and Responsibilities of NPCI and TPAPs in UPI
Roles & Responsibilities of NPCI
NPCI Redressal MechanismRoles & responsibilities of PSP Bank
HDFC Redressal MechanismRoles & responsibilities of TPAP
Dispute Redressal Mechanism
JD PAY TERMS OF SERVICEare a legally binding agreement between Merchant (hereinafter referred to as “You”), and Calltry Limited (hereinafter referred to as “Calltry”), and apply to your use of JD PAY Services. Calltry offers a payment service solution that allows users to make a payment for goods or services.
It is important that you read and understand these Terms as they govern your use of the JD PAY Services. These Terms contain a binding arbitration provision, which affects your legal rights and may be enforced by the parties. By accessing or using the JD PAY Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the JD PAY Services.
We may amend these Terms at any time by posting a revised version on www.Calltry.com or any other website we maintain for purposes of providing the JD PAY Services. Amended Terms are effective at the time we post them and your continued use of the JD PAY Services constitutes your acceptance of any amended Terms. We may notify you regarding upcoming Terms changes by us.
By clicking on the “I AGREE” button or a similar affirmation, or by acknowledging acceptance of the Agreement by any other method allowed by Calltry, or by using or accessing the JD PAY Services through any means permissible including, without limitation via a computer or a mobile application, you acknowledge and agree that: (i) you have reviewed and understands the Agreement; (ii) you agree to be legally bound by the terms and conditions of the Agreement; and (iii) your use of the JD PAY Services will be governed by this Agreement. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, you should not click on the “I AGREE” button and should not seek to obtain or use the JD PAY Services.
1. DEFINITIONS:
2. INTRODUCTION
3. SCOPE OF SERVICES:
4. ELIGIBILITY :
While using JD Pay Service, you represent and confirm that:
5. OUR RELATIONSHIP WITH MERCHANT :
6. OBLIGATIONS OF Calltry:
7. OBLIGATION OF THE MERCHANT
8. DORMANT ACCOUNTS
9. PRIVACY
10. OBLIGATIONS TOWARDS FINANCIAL INSTITUTION PARTNERS
11. CONNECTIVITY AND INTEGRITY OF HOTLINK:
12. PUBLICITY:
13. REPRESENTATION, COVENANTS AND WARRANTIES OF MERCHANT:
14.FEES/CHARGES:
15. PAYMENT & SETTLEMENT TERMS:
16. RESERVE:
17. CHARGEBACK:
18. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS:
19. CONFIDENTIALITY:
20. WARRANTIES AND INDEMNITIES:
21. LIMITATION OF LIABILITY:
22. DISCLAIMER :
23. TERM :
24. TERMINATION :
25. GENERAL PROVISIONS :
ANNEXURE ‘A’
Banned/Prohibited list of Products and Services referred to in this Agreement is as mentioned herein below:-
1. INTRODUCTION
We may amend these Terms at any time by posting a revised version on www.Calltry.com or mobile site i.e., http://wap.Calltry.com/?m=1 any other website we maintain for purposes of providing the JD PAY Services. Amended Terms are effective at the time we post them and your continued use of the JD PAY Services constitutes your acceptance of any amended Terms. We may notify you regarding upcoming Terms changes by us.
2. DEFINITIONS
3. ELIGIBILITY TO USE THE JD PAY SERVICES
A. While using JD Pay Services, you represent and confirm that:
4. REGISTRATION OF JD PAY- USER ACCOUNT
5. DOCUMENTATIONS
6. GENERAL CONDITIONS:
6.1. Use of JD Pay Services
6.2. ‘One Tap’ Feature:
By availing the complete ‘One Tap’ feature, you will be able to process your payment requests made using your debit or credit card stored with us by simply selecting the faster checkout saved card and clicking the “Make Payment” button. The One Tap feature may be divided in two parts:
7. CHARGES
8. YOUR INFORMATION
9. YOUR OBLIGATIONS
10. REFUNDS POLICY
Calltry shall process a refund, when a valid authorization and presentment was previously processed and the Users subsequently either cancelled the transaction or returns the goods, or wishes to refund the amount in cases of services not rendered, or to rectify any transaction processing error, or services/goods is not delivered within prescribed period of your completion of the transaction, then you may inform us by sending an email to our customer services email address mentioned on the Contact Us page, containing the complete details of the said disputed transactions such as date, time, order/transaction numbers, account number etc..
For processing a refund, the users shall present a refund request to Calltry along with all the required detail to identify the previously authorized and settled transaction and Calltry shall process the refund within 5 (Five) working days from the date the refund request is received. The refund request must describe the failed / returned / rejected / cancelled transactions or merchandise were returned, services cancelled or adjustment made.
The funds have to be credited back to the same source from where these were received, and not by cash or any other mode. In case of any users’ complaint regarding non- refund for failed transactions and/or non-credit for successful transactions shall be dealt by the Bank. Any complaint about credit not being given to Users should be dealt with conclusively and bilaterally by the remitting and beneficiary banks as per its Policy.
Note: Calltry is not responsible for any wrong purchase or recharge for an incorrect mobile number or DTH account number or fund transfers in an incorrect bank account or any unauthorised payment by users. You are sole responsible for the accuracy, authenticity of information pertaining to the goods/services or the payment credentials while using the JD Pay Services.
11. SECURITY AND UNAUTHORISED PAYMENTS
12. OUR OBLIGATIONS
13. CONSENT TO COMMUNICATIONS AND TRANSACTIONS:
By registering to use of JD Pay Services, you consent to conduct transactions and receive communications, notices and information from us electronically or otherwise, whether sent by e-mail or other means. Communications shall be deemed to have been received by you when we send the communication to the email address/mobile number that as per our records, or when we post the communication on Calltry website. You can withdraw your consent at any time by contacting us, but we reserve the right to terminate your account upon such withdrawal. Withdrawal of your consent will not affect the legal validity and enforceability of any notice, statement or disclosure previously received. You agree to notify us promptly if your email address or other contact information changes by updating your account information or contacting us.
14. YOUR USE OF OUR INFORMATION
Except for Posted Information that you submit, all of the information available on or through the Services and/or the Website, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent and trade secret laws, other proprietary rights and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Calltry’s proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Website in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in the Website and the Services not expressly granted by us to you are retained by Calltry.
15. TERMINATION/SUSPENSION OF SERVICE
16. THIRD PARTY INFORMATION ON THE WEBSITE
17. ADDITIONAL T&Cs
18. DISCLAIMER:
19. LIMITATION OF LIABILITY:
20. INDEMNITY: You agree to indemnify, defend and hold Calltry and/or related parties harmless from any and all claims, losses, damages, and liabilities, penalty, costs and expenses, including and without limitation legal fees and expenses, arising out of or related to your use or misuse of the JD PAY Services, any breach of these Terms and Conditions, or any breach of the representations, warranties, and covenants made by you.
21. COMPLIANCE WITH LAW: Calltry shall comply with the laws as applicable for the time being in force.
22. CONFIDENTIALITY: You specifically agree that in order to facilitate the provision of JD PAY Services, Calltry may be required to disclose any information or particulars pertaining to you to any authority, statutory or otherwise.
23. INTELLECTUAL PROPERTY RIGHTS: The Calltry hereby grants you the non-exclusive, non-transferable right to use our JD Pay services in accordance with this Agreement. We, or our licensors, own all right, title and interest, including, but not limited to all copyright, trademark, patent, trade secret or other proprietary rights (“IP Rights”), in and to the website, the Usage Data or JD Pay services. You shall not reproduce, distribute, transmit, modify, create derivative works, display, perform or otherwise use the Site, the Platform or any of the IP Rights, or attempt to reverse engineer, decompile, disassemble, or derive the source code for the JD Pay to create a competing product. You hereby acknowledge that by using the JD Pay services, you obtain no rights in the software, trademarks or content related to the JD Pay and you may only use the same in accordance with this Agreement. Unauthorized use is strictly prohibited. All rights are expressly reserved to Calltry.
24. SYSTEM COMPLAINTS AND DISPUTE RESOLUTION: For Redressal of disputes/complaints you can email to us at jdpaydisputes@Calltry.com, with brief details of your complaint or call on our hotline No. 8888888888. Our customer service staff will acknowledge and redress your complaint on best effort basis.
25. ARBITRATION: Any dispute or difference which may arise at any time between the parties, as to the construction, meaning or effect of, or, as to any clause, matter or things contained herein, or as to the rights or liabilities of the parties under this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed, at the sole discretion, by Calltry. Arbitration shall be held at Mumbai, India. The proceeding of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The parties irrevocably agree that the Agreement shall be governed by and construed in accordance with the laws of India and the courts of Mumbai, India, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement and waive any objection to such personal jurisdiction based on forums non-convenience or any other basis.
26. FORCE MAJEURE: Calltry shall not be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by technical issue, server malfunction, war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, web space or website by way of hacking, virus prone, defacement, stoppage of display or transmission of the website/app of Calltry, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control.
27. GENERAL:
This document is an electronic record in terms of the amended Information Technology Act, 2000 and rules and regulation made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of Calltry’s service via Calltry Portals. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.
This Terms Of Service guides the contractual relation between Vendors (hereinafter called as “Vendor”/”Service Provider”, “You” or “Your”) and Calltry Limited (hereinafter called as Calltry,) and it governs the services offered by Calltry through its website (www.Calltry.com), phone Search, SMS, WAP, APP or any other medium (collectively called “Portals” ). Calltry offers you its services only on the Terms and any amendments made under this Terms of Service. Calltry’s endeavor will be to send the Terms of Service to you on your registered email ID and/or mobile number via Emails/Sms/WhatsApp and the same is also published on Calltry’s website at https://www.Calltry.com/Terms-of-Use/Service-for-Listing- Service.
1. INTRODUCTION:
The Services (defined hereinafter) of ‘Calltry’ is provided by Calltry Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Building M-501/B, Palm Court Complex, New Link Road, Malad (West), Mumbai-400 064 (“Calltry”). Calltry carries on the business of providing information about Vendors (defined hereinafter) of various products and services (“Information”) in selected towns and cities in India (“Service”) to end users. Calltry is local search engine and it primarily provides directory services to its Callers/Users as per their requirements & searches made on Calltry’s portals in as much as this terms of use is concerned as applicable to the vendors. Calltry search service is available to users through multiple platform viz., Internet, mobile internet, telephone (voice, text & SMS). Calltry is merely a medium which connects general public with vendor’s goods and services listed on Calltry, however, at the same time it does not intend to guarantee any business to such Vendors. The Vendor details as provided by them are specified in the listing available at Calltry’s portals. Calltry’s objective is to provide a quicker guide for up-to-date Information in a user friendly manner and via a medium that the end user is comfortable with. The end users (“hereinafter referred as Callers/Users”) of the Service are persons who may want to purchase goods / avail services and are seeking information about the Vendors of such goods and services. These Terms of Service (defined below) and the invoice mentioned in Clause 13 constitute the entire understanding/Contract) between Calltry and the Vendors.
2. INTERPRETATION:
3. SUBSCRIPTION :
Vendors may be business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments or individuals, who subscribe to the Service in order to list their company or business. Calltry will provide only the Information about the Vendor to the Users in the manner provided for in these Terms. Vendor agrees and acknowledges that Calltry does not guarantee any business to the vendor and is merely a medium through which information is made available to the general public.
4. GENERAL TERMS:
5. INFORMATION DISSEMINATION:
Calltry currently disseminates Information to the Users through different platforms, viz., telephone, internet, WAP (Wireless Access Protocol) and Wireless (SMS short code) SMS and Whatsapp. Calltry may, at its discretion cease providing Information over any of the above platforms or provide Information over other platforms or modify the manner in which Information is provided over any of the existing platforms, as it may deem fit, from time to time.
6. VENDOR LISTINGS :
In the event Vendors wish to change/add any categories/pin code etc, it will be done at additional cost, depending on the availability and discretion of Calltry. However in case of removal/cancellation/deletion of any categories/pin code in the existing listing, the Vendors shall not claim to reduce the cost or refund the money on the basis of removal/cancellation/deletion of any categories/pin-codes. Calltry reserves the right to change the aforesaid Listing Service options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords or pin-codes. In the event the listing applied for is no longer available, Calltry shall endeavor to allot similar Listing to the Vendor. The final decision making power with regard to Listing shall however vest with Calltry and such decision shall be final and binding on the Vendor.
The Vendor agrees and undertakes that if Vendor has opted for the maximum number of enquiries in the contract (irrespective of tenure), under such arrangement there shall be no fixed tenure that would be defined. The tenure would be determined on the basis of maximum numbers of enquiries provided to the Vendor’s listings. The Vendor acknowledges that numbers of enquires shall solely be dependent on the market trend/response or user’s demand and Calltry does not guarantee on the numbers of enquiries however it shall be its endeavour to provide the services on best effort basis.
Pay Per Performance Services: Vendor can avail Bundle Services (as defined above at point no. I) based on the payments made by Vendor to Calltry. The visibility of the Vendor’s business listing on Calltry portal will be determined on the payment plan chosen by Vendor.
Vendors as per their requirement, will be able to exercise control/access their daily expenses from dashboard made available under Bundle Services viz., i) Display, ii) Calls and iii) Direct enquiries to the Vendor. Vendors while availing bundle services will be able to add/reduce the daily amount (subject to minimum threshold) using the control mechanism available the Dashboard.
Optional Services : (As defined above at point no. II) the services can be availed subject to Vendor making necessary payment in advance. Vendor agrees and confirms that Calltry is providing the services on AS IS BASIS ONLY, WITHOUT ANY EXPRESS or IMPLIED WARRANTIES OF ANY KIND. Vendor acknowledges that there are no restrictions on the maximum numbers of calls made by users to Vendors and User as per its discretion may directly calls to Vendor.
It is mandatory for the Vendors to maintain the minimum threshold value, in the event if minimum threshold value is not maintained by the Vendors, then Calltry will have right to deduct (at any time) the maximum amount as per ECS Mandate form, CCSI, NACH form or any other payment mode executed by Vendor to avail monthly installment payment facilities.
7. “Calltry/JD Verified” Stamp :
“Calltry/JD verified” means, the information related to name, address, contact details of the business establishments have been verified as existing at the time of registering any Vendor with Calltry. This verification is solely based on the documents as supplied by a Vendor/s or as per the details contained in Customer E – Registration Form.
8. “JD Trusted” Stamp
“JD Trusted Stamp” indicates that the identity & information of the vendors/services, viz., name, address, contact details, business name has been verified on best effort basis, as existing, based on the documents/information furnished by the vendors/service providers. “JD Trusted Stamp” are also allocated to the vendor’s/service providers considering user’s reviews/ratings or any other criteria.
9. LISTING/ SERVICE AND OTHER FEES:
10. PAYMENT MODES:
11. CONSEQUENCES OF NON-PAYMENT OF SERVICE FEE / ECS AMOUNT:
12. LUMP SUM PAYMENT MODE:
Vendors who pays the lump sum amount while availing the services under such payment mode the tenure of the Service will be equivalent to the amount paid by the Vendor.
13. ISSUANCE OF INVOICE/ANNEXURES:
14. PRIORITY OF INFORMATION ABOUT VENDORS:
For Calltry, providing Information that is relevant to the User is a priority. The User may or may not identify the location and category in respect of which he is seeking Information and Calltry will provide such Information (subject to availability of such information) based on such choice of the Users. Amongst the Vendors who fall within the parameters identified by the User, Information about Vendors registered with Calltry, that is, the Vendors is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Vendors i.e., determined on the basis of the listing selected by the Vendor and on the basis of Total Fee to be paid by the Vendor. Nothing contained in the herein, shall be deemed to restrict or prevent Calltry from providing Users with Information about other Vendors whether in priority to the Vendors or otherwise, as Calltry may in its sole discretion determine. The Vendor acknowledges that Calltry will merely convey the Information to the Users on demand and does not guarantee that any of such User requests will result in business prospects for the Vendor.
15.NO GUARANTEE OF BUSINESS:
Calltry does not guarantee that enquiries/leads will be generated by it for the Vendor or that any of such enquiries/leads will be converted into business for the Vendor.
16.NO MARKETING:
Calltry is not obliged and does not market the offerings of Vendor and shall not be obliged to recommend Vendor to the Users. Calltry’s obligation under the contract is limited to the obligations explicitly set out herein and in no event does Calltry undertake to generate or guarantee Enquiries or business to the Vendor.
17.INDEMNIFICATION:
Vendor shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses (without limitation to reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with:
18.CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Vendor shall keep any information regarding the Users of the Service (“User Information”) confidential both, during the subsistence of this Terms Of Service and after its termination. The Vendor shall not, without the prior written consent of Calltry, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Vendor is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Calltry is made aware of any such practice of the Vendor in violation of the terms of this Terms Of Service, Calltry shall be entitled to terminate the Services as well as initiate such legal proceedings against the Vendor, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.
19.VENDORS’ OBLIGATIONS TOWARDS END USERS:
20.VENDORS’ OBLIGATIONS TOWARDS Calltry LIMITED:
21.VENDORS’ GENERAL OBLIGATIONS:
22.DISCLAIMER AND LIMITATION OF LIABILITY: :
To the fullest extent permitted by law, Calltry disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, Calltry disclaims all guarantees regarding accurate Listing of the Vendor. Vendor understands that there may be errors in such positioning. Neither Calltry nor the Vendor will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in contract, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for vendor’s indemnification obligation. Calltry’s aggregate liability to the vendor is limited to amounts paid to Calltry by vendor during the 12 (twelve) months immediately preceding the date of the claim. Calltry is also not liable for any claim owing to any misrepresentation of the information pertaining to the Vendor so long as the information exhibited/ communicated by Calltry conforms to the Information made available by the vendor or its authorized representative.
23.ADDITIONAL DISCLAIMER:
24.DISPUTE RESOLUTION:
25.TERMINATION :
26.NOTICES:
Calltry shall send notices to Vendors in writing through email or Whatsapp/SMS and may be followed by registered post and dispatched through a reputed courier. Any notice refused by the Vendor would be deemed to have been legally delivered and Vendor will be deemed to have received such notice. Vendors can send notices to Calltry in writing on customer support email id or to company’s registered office address.
27.MODIFICATIONS TO TERMS OF SERVICE:
Calltry reserves the right to change the Terms of Service at any time without any prior notice to the Vendor. Changes to the terms of Service or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by Calltry. For Terms of Service with Vendor visit
http://www.Calltry.com/Terms-of-Use.
28.TAXES:
Calltry is entitled to charge the vendor for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Vendor’s relationship with Calltry) and vendor hereby agrees to pay the said taxes and charges promptly without raising any objections. Vendor also agrees that in the event the said taxes and charges are not charged by Calltry the same shall be paid by the Vendor directly to the authorities concerned without raising any objection. The vendor further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the vendor for the Listing and Services rendered by Calltry. i) All TDS deductions, form no. 16A should be sent at tds@Calltry.com iii) Goods and Service Tax is levied as per existing government policy. iv) Pursuant to Income Tax circular No 1/2014 dated 13-01-2014 TDS should not be deducted on Goods and Service tax. It is the responsibility of the Vendor to provide the correct Goods and Service tax number before the payments are made. If Vendor fails to provide the GST number or provide incorrect number before making the payment then the Vendor will not get due GST credit for which vendor shall be solely responsible.
29.MISCELLANEOUS:
30.ARBITRATION:
All disputes, differences and/or claims arising out of the Terms of Service shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator who shall be appointed by the authorized representative/ Director of Calltry. The Vendor shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of Calltry. The arbitration proceedings shall be held at Mumbai and the arbitration shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Vendor and Calltry. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.
31.ENTIRE CONTRACT:
This Contract, including any Invoice, Annexures, along with the Terms of Service hereto forms a single Contract between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other TERMS between the Parties relating to the subject matter hereof.
32.AMENDMENTS AND WAIVERS:
Unless otherwise expressly stated in this Terms of Service, the failure on the part of Calltry to exercise or delay in exercising a right or remedy under this Terms shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Terms of Service shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy available to Calltry.
1. Services:
Calltry Messenger is one of the features of JD App which enables users to Chat, Group Chat, make Voice calls, share photos, documents, Voice Tags, etc . You can also use this feature as business messenger where you communicate with businesses/SME listed with Calltry without revealing your phone numbers and also search the service provider and transact by using it, such as through order, transaction, and appointment information, delivery and shipping notifications, product and service updates, and marketing etc.
2. Registration:
You must register for our Services using accurate data or information, provide your current mobile phone number, and, if you change it, re-verify your mobile phone number using OTP. You agree to receive text messages and phone calls (from us or our third-party providers) with codes to register for our Services. All information provided about you are and shall at all times be accurate, valid and complete and you shall be solely responsible and liable for the information provided by you.
3. Address Book:
You provide us the phone numbers of your other contacts in your mobile phone address book on a regular basis. You confirm you are authorized to provide us such numbers to allow us to provide our Services.
4. Age:
By accepting these Terms, you must be at least 18 years old to use our Services (or such greater age required in your country for you to be authorized to use our Services without parental approval. If you are under the age of 18 years but at least 13 years of age you may use this Service only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.
5. Devices:
You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including automatically.
6. Fees:
You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services. We may charge you for our Services, including applicable taxes. We may refuse or cancel orders. We do not provide refunds for our Services, except as required by law.
7. Availability of Our Services:
Our Services may be interrupted (for maintenance, repairs, upgrades, or network or equipment failures). We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect our Services, such as force majeure events.
8. Termination:
We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate the letter & spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others. The following provisions will survive any termination of your relationship with us: Licenses, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Availability and Termination of our Services.
9. No Access to Emergency Services:
There are important differences between Calltry Messenger and your mobile and fixed-line telephone and SMS services. Our Services do not provide access to emergency services or emergency services providers, including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure you can contact your relevant emergency services providers through a mobile, fixed-line telephone, or other service.
10. Acceptable Use of Our Services:
11. Third-Party Services:
Our Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. For example, interact with a share button on a third party’s website that enables you to send information to your contacts. Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.
12. Security:
13. Ownership of Data:
14. Our Rights:
15. Reporting IPR Infringement:
To report claims of third-party copyright, trademark, or other intellectual property right infringement, please visit our Intellectual Property Policy. We may terminate your account if you repeatedly infringe the intellectual property rights of others.
16. Privacy policy:
Our Privacy Policy describes our Data and information practices, including the types of information we receive and collect from you and how we use and share this information. You agree to our data and information practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy, as well as the transfer and processing of your information in India and other countries globally where we have or use facilities, service providers, or partners, regardless of where you use our Services. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.
17. Disclaimers:
18. Limitation of liability:
We (Calltry Messenger) & our subsidiaries, affiliates, and our and their directors, officers, employees, partners, and agents will not be liable to you for any lost profits or consequential, special, punitive, indirect, or incidental damages relating to, arising out of, or in any way in connection with our terms, us, or our services, even if it has been advised of the possibility of such damages. Our aggregate liability relating to, arising out of, or in any way in connection with our terms, us, or our services will not exceed the greater of One Hundred (100) Rupees. The foregoing disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law.
19. Indemnification:
You agree to defend, indemnify, and hold harmless the us & our subsidiaries, affiliates, and our and their directors, officers, employees, partners, and agents from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any Claim.
20. Dispute Resolution:
In the event a dispute arises between the parties under this Agreement, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 30 (thirty) days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator to be appointed by Calltry at its sole discretion. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration.
21. Governing Law:
This Agreement shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
22. No Class Actions Suit:
We and you each agree that if you are a Calltry user located in India or aboard, each of we and you may bring Disputes against the other only on its or your own behalf, and not on behalf of any other person or entity, oany class of people. We and you each agree not to participate in a class action suit, a class-wide arbitration Disputes brought in a private attorney or representative capacity, or consolidated Disputes involving any other person or entity in connection with any Dispute.
23. GENERAL PROVISIONS:
1. Introduction:
2. Services: Calltry is launching new B2B market place service for your business and creating digital catalogue & website for your business so that it can help you to promote your products and services through Calltry’s portal so that the users can directly access your products & services and check out the products & services whenever they want to. This gives user the convenience and they can decide to buy your products & services when they feel the desire or the need. Therefore, this digital catalogue may help you to increase your business in an effective way.
3. Fee: Calltry may create digital catalogue for your business, free of cost as of now for your B2B Market Place service. However Calltry reserves the right, at its sole discretion, to determine the cost of its service as and when it requires.
4. Your’s representation ,warranties & obligation:
5. Calltry’s Obligations:
6. Disclaimer & Limitation of Liability:
7. Indemnity: You shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with:
8. Ownership: The ownership of the product images, specifications, descriptions & other details of digital catalogue shall be vested with you. However the ownership of digital catalogue shall be vested with us. Ownership of the Product(s) excluding the software will pass to you. The Product(s) will appear in in the name of your business. In the event of threatened seizure of the Product(s) or any other restrictions, you will immediately notify us and we may take appropriate action in this regard.
9. Intellectual Property Rights: All intellectual property rights in: (i) Calltry Brands; (ii) digital catalogue belong exclusively to Calltry. Nothing in this Terms of Use is intended to grant any rights or license to you under any work right, copyright, trade secret, trademark or service mark, or other intellectual property right of Calltry. You shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc.
10. Term & Termination: If you breach any conditions of the Terms or Calltry receives any complaints against you from any one or for any other reasons, Calltry shall have right to terminate this agreement forthwith and you shall immediately stop using our service. In addition to the termination, Calltry also reserves the right to initiate appropriate legal proceedings in the event of any material breach of the terms & conditions as stipulated herein.
11. Force Majeure: If either of the party is unable to perform any obligation under this contract because of any event beyond the party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, epidemic or pandemic (whether or not involving employees of either party) or acts of local or central government or other competent authorities. Neither Party shall be liable for breach of this Agreement to the extent caused by or arising from any force majeure event beyond the control of such Party. If Calltry is prevented by restrictions of a legal or regulatory nature from supplying the Service, Calltry will have no liability to you for failure to provide the Service.
12. Disputes Resolution: If any dispute/difference arises between the parties about these Terms then the Parties shall meet to discuss the matter and shall negotiate in good faith to resolve the matter. However if such matter remains unresolved within 60 days from the date of dispute intimated to other party in writing thereafter the matter shall be referred to the sole arbitrator appointed by Calltry at its discretion. The Arbitration and Conciliation Act, 1996 shall govern the arbitration proceedings and the place of Arbitration shall be Mumbai. Language of Arbitration shall be English. Cost of Arbitration shall be borne in equal proportion by the Parties. Attorney costs shall be borne individually by each Party. The Arbitration award shall be final and binding upon the Parties.
13. Help Desk: For approval of any data, image of your products or digital catalogue, you can email to us at approval@Calltry.com. For any complaints or grievances with regard to contents and or comment or breach of these terms, you can email to us at b2bdata@Calltry.com, with brief details of your complaint or call on our hotline No.8888888888. Our customer service executives will acknowledge and redress your complaint on best effort basis and as per applicable Terms of Service.
14. Relationship: The relationship of the Parties is on a “principal to principal” basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create with limitation any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or between You and Calltry or to provide either of the Parties with any right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
15. Survival of Information: The terms and provisions of this agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this agreement.
16. Notices: All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if personally delivered or sent by registered mail at the registered office addresses. Notices may also be sent through emails, however, such emails must be followed up with a physical notice at the above mentioned address within a period of ten (10) days.
17. Waiver: Unless otherwise expressly stated, the failure to exercise or delay in exercising a right or remedy under this Terms shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Terms shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
18. Governing Law and Jurisdiction: This Terms of Service shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
19. Assignments: You shall not assign, in whole or in part, the benefits or obligations of this Terms of Service unless otherwise mutually agreed in writing.
This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of Calltry’s service via Calltry’s Portal. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.
This Reseller Terms (“Contract”) is entered between Calltry Limited, a Company incorporated under the Companies Act 1956, having its registered office at Building M, 501-B, Palm Court Complex, Beside Goregaon Sports Club, New Link Road, Malad (W), Mumbai – 400 064 (“Calltry”) and You, (hereinafter referred to as “You” or “Reseller”). You confirm that by providing the Reseller Services you indicate your acceptance of all terms and conditions of this Contract that are binding, the terms has been clearly read, understood and accepted by you. We reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. It’s your responsibility to review these Terms periodically for updates/ changes. Your continuation of services following the posting of changes will mean that they have accepted and agreed to the revisions.
1. DEFINITIONS:
2. SERVICES
Reseller shall be responsible for providing services including but not limited to marketing, promoting and selling various services/products offered by Calltry from time to time using Genio Lite Module. Reseller shall be responsible for presenting, promoting and selling products/services to prospective customers and giving them the cost-benefit and needs analysis and maintain good business relationship with the Vendors all the time.
3. ELIGIBILITY CRITERIA
4. REGISTERTATION FORMALITIES
5. RESELLER’S RESPONSIBILITIES
6. Data Verification
7. Commission
8. REPRESENTATION AND WARRANTIES
9. CONFIDENTIALITY:
10. NON-COMPETE
The Reseller shall not, during the term of these Terms and for Five (05) years thereafter, in India or outside India, solicit Vendors for identical or similar Services as Calltry’s Services, or shall not directly or indirectly, including through their Affiliates or employees, render services to any person who conduct a business or carry’s on a business similar to the business of Calltry, or during the term of this Contract and for 5 (five) years thereafter the Reseller shall not, by himself or in association with others, directly or indirectly, commence or conduct or carry on any business that competes with the business of Calltry. The Reseller shall be deemed to have violated its obligations hereunder if any of its agent, associate, partner or any, director, shareholder, officer, employee of the Reseller violates this provision. The Parties agree that in the event that this provision is found to be invalid or unenforceable by any arbitrator or any court of competent jurisdiction, the obligation under this clause shall be enforceable for such a period that is found to be legally valid and acceptable.
11. No representations
The Reseller shall not give any warranty/guarantee to the Vendor in respect of any of the Listing or other Services without the written approval received from Calltry.
12. Term, Renewal and Termination
13. Consequences of the Expiry or Termination
14. Indemnification
15. INTELLECTUAL PROPERTY RIGHTS
16. LIMITATION OF LIABLITY
Calltry SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL) RELATED TO, IN CONNECTION WITH, OR OTHERWISE, EVEN IF Calltry HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Calltry SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND AN VENDOR, EVEN IF Calltry HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Calltry SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND Calltry’S REASONABLE CONTROL. IN NO EVENT SHALL Calltry’S TOTAL LIABILITY TO YOU CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED RS.1000/- (RUPEES ONE THOUSAND ONLY)
17. Miscellaneous
All data and information set forth on Calltry’s Portal regarding real estate property, for sale, purchase, rental and/or financing are from third parties sources, including but not limited to owner/agent/builder/developer etc.. No warranties are made as to the accuracy of any descriptions and/or other details and such information is subject to errors, omissions, changes of price, tenancies, commissions, prior sales, leases or financing, or withdrawal without notice. Users should seek advice and proper legal counsel with respect to all property, closing costs, timing considerations, financing options, default provisions, zoning implications, renovation considerations and appropriate transfer taxes and other due-diligences. Calltry is an intermediary within the meaning of Section 2 (1) (w) of the amended Information Technology Act, 2000 (herein after referred as “Calltry” ). Calltry provides a platform by bridging the gap between owner/agent/builder/developer of real estate properties (herein after referred as “seller” or “rental” as the case may be) and the users of Calltry’s service and Calltry does not facilitate or interfere nor does any transaction for or on behalf of users or seller/ developer in any manner whatsoever.
The portal and all its contents are provided with all faults on an “as is” and “as available” basis. The details displayed on the portal are for information purposes only. No information given under this portal creates a warranty. Your use of the portal is solely at your own risk. Nothing contained herein shall be deemed to constitute any sort of legal advice, opinion, solicitation, marketing, offer of sale, invitation to offer, invitation to acquire etc. by Calltry. It is responsibility of the users to evaluate the accuracy, completeness and usefulness of all opinions, advice, Services, real estate and other related information listed on the portal. Information on Calltry’s portal does not guarantee that the projects/properties are registered under the Real Estate Regulation Act, 2016 and rules made thereunder (“RERA”).
The property / project detail, listings, floor area, location, price, Designs, dimensions, cost, facilities, plans, images, specifications, furniture, accessories, paintings, items, electronic goods, additional fittings/fixtures, decorative items, false ceiling including finishing materials, specifications, shades, sizes, amenities/services and other details shown in the listing are the third party contents (i.e., owner/agent/builder/developer etc.) and/or taken from public domain. Users are hereby advised to use their discretion and to exercise due diligence and independently validate and verify all information/details about any property / project, such as, (i) verification of ownership of property, (ii) N.O.C.’s of various authorities like Municipal Authorities, Fire Authorities, Land Revenue Deptt., Police etc., (iii) Checking of Commencement & Occupancy Certificate, (iv) clearance of title of the plan/land/ property, (v) execution of valid agreement/sale deed, (vi) stamp duty & payment etc., prior to concluding any decision for buying any unit(s)/projects/properties or renting thereof.
Calltry under no circumstance will be liable for any expense, loss or damage including, without limitation, indirect or consequential loss or damage, or any expense, loss or damage whatsoever arising from use, or loss of use, of data, arising out of or in connection with the use of this portal. The user acknowledges, agrees and undertakes to not hold Calltry or any of its affiliates liable/responsible for any information stated representation /commitment /offer neither made by any third parties on its portal to the user nor make any claims/demands on Calltry or any of its affiliates with respect thereto. In no event will Calltry be liable for claim made by the users including seeking any cancellation for any of the inaccuracies in the information provided in this Portal. You are therefore required to verify all the details, including area, amenities, services, terms of sales and payments and other relevant terms independently prior to concluding any decision for buying/renting any unit(s)/projects/ properties.
No claim as to the accuracy and correctness of the information on the portal is made, although every attempt is made to ensure that the content is not misleading/ offensive/ inappropriate. In case any inaccuracy is or otherwise improper/ misleading/ offensive/ inappropriate content is sighted on the portal, please write to us at grievanceofficer@Calltry.com
Calltry respects the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, please write to us at infringement@Calltry.com; as per our infringement policy available at https://www.Calltry.com/Infringement-Policy.
The users hereby acknowledge and undertake that they are accessing the services on the online platform and transacting at their own risk and are using their best and prudent judgment before entering into any transactions through the website/ platform. The users further acknowledge and undertake that they will use the platform to purchase or rent a property only for their personal use. Calltry shall neither be liable/responsible for any actions or inactions of owner, nor any breach of conditions, representations or warranties by the owner/agent/builder/developer of the properties and hereby expressly disclaim and any or all responsibility and liability in that regard. Calltry shall not mediate or resolve any dispute or disagreement between the user and the owner/agent/builder/developer of the properties. We do not implicitly or explicitly support or endorse the sale or purchase of any property on/through our platform. At no time shall any right, title or interest in the property sold through or displayed on the platform vest with Calltry nor shall Calltry have any obligations or liabilities in respect of any transactions on or through its platform.
This document is an electronic record in terms of the amended Information Technology Act, 2000 and rules and regulation made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of Calltry’s service via Calltry Portal. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.
YOUR ACCEPTANCE OF THIS AGREEMENT: This is an agreement between you (“you” or “your”) and Calltry Limited, a company incorporated under the Companies Act 1956 with its registered office at Building M, 501-B, Palm Court Complex, Besides Goregaon Sports Club, New Link Road, Malad (W), Mumbai 400 064 (“Calltry” “we,” or “our”) that governs your use of the search services offered by Calltry through its website www.Calltry.com (“Website”), telephone search, SMS, WAP or any other medium using which Calltry may provide the search services (collectively “Platforms” ). When you access or use any of the Platforms you agree to be bound by these Terms and Conditions (“Terms”).
CHANGES: We may periodically change the Terms and the Site without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes.
HOW YOU MAY USE OUR MATERIALS: We use a diverse range of information, text, photographs, designs, graphics, images, sound and video recordings, animation, content, advertisement and other materials and effects (collectively “Materials”) for the search services on the Platforms. We provide the Material through the Platforms FOR YOUR PERSONAL AND NON-COMMERCIAL USE ONLY.
While every attempt has been made to ascertain the authenticity of the Platforms content, Calltry is not liable for any kind of damages, losses or action arising directly or indirectly, due to access and/or use of the content in the Platforms including but not limited to decisions based on the content in the Platforms which results in any loss of data, revenue, profits, property, infection by viruses etc.
Accordingly, you may view, use, copy, and distribute the Materials found on the Platforms for internal, non-commercial, informational purposes only. You are prohibited from data mining, scraping, crawling, or using any process or processes that send automated queries to Calltry.. You may not use the Platforms or any of them to compile a collection of listings, including a competing listing product or service. You may not use the Platforms or any Materials for any unsolicited commercial e-mail. Except as authorized in this paragraph, you are not being granted a license under any copyright, trademark, patent or other intellectual property right in the Materials or the products, services, processes or technology described therein. All such rights are retained by Calltry, its subsidiaries, parent companies, and/or any third party owner of such rights.
HOW YOU MAY USE OUR MARKS: The Calltry company names and logos and all related products and service names, design marks and slogans are trademarks and service marks owned by and used under license from Calltry or it’s wholly owned subsidiaries. All other trademarks and service marks herein are the property of their respective owners. All copies that you make of the Materials on any of the Platforms must bear any copyright, trademark or other proprietary notice located on the respective Platforms that pertains to the material being copied. You are not authorized to use any Calltry name or mark in any advertising, publicity or in any other commercial manner without the prior written consent of Calltry. Requests for authorization should be made to intproperty@Calltry.com
HOW WE MAY USE INFORMATION YOU PROVIDE TO US: Do not send us any confidential or proprietary information. Except for any personally identifiable information that we agree to keep confidential as provided in our Privacy Policy, any material, including, but not limited to any feedback, data, answers, questions, comments, suggestions, ideas or the like, which you send to us will be treated as being non-confidential and nonproprietary. We assume no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the information to others without restriction. We will also be free to use any ideas, concepts, know-how or techniques contained in information that you send us for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and services incorporating such information.
REVIEWS, RATINGS & COMMENTS BY USERS:
Since, Calltry provides information directory services through various mediums (SMS, WAP, E-Mail, Website, APP and voice or phone), your (“Users”) use any of the aforementioned medium to post Reviews, Ratings and Comments about the Calltry services and also about the Advertiser’s listed at Calltry is subject to additional terms and conditions as mentioned herein.
You are solely responsible for the content of any transmissions you make to the Site or any transmissions you make to any mediums offered by Calltry and any materials you add to the Site or add to any mediums offered by Calltry, including but not limited to transmissions like your Reviews, Ratings & Comments posted by you(the “Communications”). Calltry does not endorse or accept any of your Communication as representative of their (Calltry) views. By transmitting any public Communication to the Site, you grant Calltry an irrevocable, non-exclusive, worldwide, perpetual, unrestricted, royalty-free license (with the right to sublicense) to use, reproduce, distribute, publicly display, publicly perform, adapt, modify, edit, create derivative works from, incorporate into one or more compilations and reproduce and distribute such compilations, and otherwise exploit such Communications, in all Platforms now known or later developed.
You confirm and warrant that you have the right to grant these rights to Calltry . You hereby waive and grant to Calltry all rights including intellectual property rights and also “moral rights” in your Communications, posted at Calltry through any of mediums of Calltry. Calltry is free to use all your Communications as per its requirements from time to time. You represent and warrant that you own or otherwise control all of the rights to the content that you post as Review, Rating or Comments; that the content is accurate; that use of the content you supply does not violate these Terms and will not cause injury to any person or entity. For removal of doubts it is clarified that, the reference to Communications would also mean to include the reviews, ratings and comments posted by your Friend’s tagged by you. Also Calltry reserves the right to mask or unmask your identity in respect of your Reviews, Ratings & Comments posted by you.
Calltry has the right, but not the obligation to monitor and edit or remove any content posted by you as Review, Rating or Comments. Calltry cannot review all Communications made on and through any of the mediums of Calltry. However, Calltry reserves the right, but has no obligation, to monitor and edit, modify or delete any Communications (or portions thereof) which Calltry in its sole discretion deems inappropriate, offensive or contrary to any Calltry policy, or that violate this terms:
Calltry reserves the right not to upload or distribute to, or otherwise publish through the Site or Forums any Communication which
It is also clarified that, if there are any issues or claims due to your posts by way of Reviews, Ratings and Comments, then Calltry reserves right to take appropriate legal action against you. Further, you shall indemnify and protect Calltry against such claims or damages or any issues, due to your posting of such Reviews, Ratings and Comments Calltry takes no responsibility and assumes no liability for any content posted by you or any third party on Calltry site or on any mediums of Calltry.
You further acknowledge that conduct prohibited in connection with your use of the Forums includes, but is not limited to, breaching or attempting to breach the security of the Site or any of the mediums of Calltry.
PRIVACY POLICY:
Calltry is committed to protecting the privacy and confidentiality of any personal information that it may request and receive from its clients, business partners and other users of the Website. To read our privacy policy statement regarding such personal information please refer PRIVACY POLICY
CONTENT DISCLAIMER:
Calltry communicates information provided and created by advertisers, content partners, software developers, publishers, marketing agents, employees, users, resellers and other third parties. While every attempt has been made to ascertain the authenticity of the content on the Platforms Calltry has no control over content, the accuracy of such content, integrity or quality of such content and the information on our pages, and material on the Platforms may include technical inaccuracies or typographical errors, and we make no guarantees, nor can we be responsible for any such information, including its authenticity, currency, content, quality, copyright compliance or legality, or any other intellectual property rights compliance, or any resulting loss or damage. Further, we are not liable for any kind of damages, losses or action arising directly or indirectly due to any content, including any errors or omissions in any content, access and/or use of the content on the Platforms or any of them including but not limited to content based decisions resulting in loss of data, revenue, profits, property, infection by viruses etc.
All of the data on products and promotions including but not limited to, the prices and the availability of any product or service or any feature thereof, is subject to change without notice by the party providing the product or promotion. You should use discretion while using the Platforms .
Calltry reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the Platforms. Where appropriate, we will endeavor to update information listed on the Website on a timely basis, but shall not be liable for any inaccuracies.
All rights, title and interest including trademarks and copyrights in respect of the domain name and Platforms content hosted on the Platforms are reserved with Calltry. Users are permitted to read, print or download text, data and/or graphics from the Website or any other Platforms for their personal use only. Unauthorized access, reproduction, redistribution, transmission and/or dealing with any information contained in the Platforms in any other manner, either in whole or in part, are strictly prohibited, failing which strict legal action will be initiated against such users.
Links to external Internet sites may be provided within the content on Website or other Platforms as a convenience to users. The listing of an external site does not imply endorsement of the site by Calltry or its affiliates. Calltry does not make any representations regarding the availability and performance of its Platforms or any of the external websites to which we provide links. When you click on advertiser banners, sponsor links, or other external links from the Website or other Platforms, your browser automatically may direct you to a new browser window that is not hosted or controlled by Calltry.
Calltry and its affiliates are not responsible for the content, functionality, authenticity or technological safety of these external sites. We reserve the right to disable links to or from third-party sites to any of our Platforms, although we are under no obligation to do so. This right to disable links includes links to or from advertisers, sponsors, and content partners that may use our Marks as part of a co-branding relationship.
Some external links may produce information that some people find objectionable, inappropriate, or offensive. We are not responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any externally linked websites. We do not fully screen or investigate business listing websites before or after including them in directory listings that become part of the Materials on our Platforms, and we make no representation and assume no responsibility concerning the content that third parties submit to become listed in any of these directories.
All those sections in the Platforms that invite reader participation will contain views, opinion, suggestion, comments and other information provided by the general public, and Calltry will at no point of time be responsible for the accuracy or correctness of such information. Calltry reserves the absolute right to accept/reject information from readers and/or advertisements from advertisers and impose/relax Platforms access rules and regulations for any user(s).
Calltry also reserves the right to impose/change the access regulations of the Platforms , whether in terms of access fee, timings, equipment, access restrictions or otherwise, which shall be posted from time to time under these terms and conditions. It is the responsibility of users to refer to these terms and conditions each time they use the Platforms.
While every attempt has been made to ascertain the authenticity of the content in the Platforms, Calltry is not liable for any kind of damages, losses or action arising directly or indirectly, due to access and/or use of the content in the Platforms including but not limited to any decisions based on content in the Platforms resulting in loss of data, revenue, profits, property, infection by viruses etc.
WARRANTY DISCLAIMER:
Please remember that any provider of goods or services is entitled to register with Calltry. Calltry does not examine whether the advertisers are good, reputable or quality sellers of goods / service providers. You must satisfy yourself about all relevant aspects prior to availing of the terms of service. Calltry has also not negotiated or discussed any terms of engagement with any of the advertisers. The same should be done by you. Purchasing of goods or availing of services from advertisers shall be at your own risk.
We do not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any products, services, deals, coupons or other promotions or materials, including advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the Platforms.
References that we make to any names, marks, products or services of third parties or hypertext links to third party sites or information do not constitute or imply our endorsement, sponsorship or recommendation of the third party, of the quality of any product or service, advice, information or other materials displayed, purchased, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the Platforms.
Any use of the Platforms, reliance upon any Materials, and any use of the Internet generally shall be at your sole risk. Calltry disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the search results in the Platforms.
THE MATERIAL AND THE PLATFORMS USED TO PROVIDE THE MATERIAL (INCLUDING THE WEBSITE ) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Calltry DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE PLATFORMS AND MATERIALS. Calltry DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Calltry DISCLAIMS ANY AND ALL WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE PLATFORMS SOME COUNTRIES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY AND JURISDICTION TO JURISDICTION.
DISCLAIMER for “Calltry/JD Verified stamp, JD Trusted Stamp”, “Calltry GUARANTEE” and “Calltry’s Right”
“Calltry/JD verified” means, the information related to name, address, contact details of the business establishments have been verified as existing at the time of registering any advertiser with Calltry. This verification is solely based on the documents as supplied by an advertiser/s or as per the details contained in Customer E-Registration Form.
“JD Trusted Stamp” indicates that the identity & information of the vendors/services, viz., name, address, contact details, business name has been verified on best effort basis, as existing, based on the documents/information furnished by the vendors/service providers. “JD Trusted Stamp” are also allocated to the vendor’s/service providers considering user’s reviews/ratings or any other criteria.
Calltry strongly recommends to its users/callers to verify all relevant details of vendors/services prior to availing any products/services from them. Calltry does not implicitly or explicitly endorse any product/s or services provided by the vendors/service providers.
The “Calltry Guarantee” and “Calltry’s Right” is a limited assurance offered by Calltry that the name and contact information of the advertiser and the category in which the advertiser is listed by Calltry, have been verified as existing and correct at the time of the advertiser’s application to register with Calltry. Calltry makes no representations or warranties, whether express or implied, including but not limited to warranties of the continued existence and/or operations of the advertiser, or the quality, quantity, merchantability or fitness for use of the goods or services offered by the advertiser.
ADDITIONAL DISCLAIMER:
Users using any of Calltry service across the following mediums ie. through internet ie www.Calltry.com Website, Wapsite, SMS, phone or any other medium are bound by this additional disclaimer wherein they are cautioned to make proper enquiry before they (Users) rely, act upon or enter into any transaction (any kind or any sort of transaction including but not limited to monetary transaction ) with the Advertiser listed with Calltry.
All the Users are cautioned that all and any information of whatsoever nature provided or received from the Advertiser/s is taken in good faith, without least suspecting the bonafides of the Advertiser/s and Calltry does not confirm, does not acknowledge, or subscribe to the claims and representation made by the Advertiser/s listed with Calltry .Further, Calltry is not at all responsible for any act of Advertiser/s listed at Calltry.
LIMITATION OF LIABILITY:
IN NO EVENT SHALL Calltry BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER’S USE, MISUSE OR RELIANCE ON THE PLATFORMS FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF Calltry ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE PLATFORMS, THE MATERIALS OR THE INTERNET GENERALLY, OR THE USE (OR INABILITY TO USE), RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY PLATFORMS. Calltry DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE PLATFORMS OR OTHER MATERIAL ACCESSIBLE FROM THE PLATFORMS.
THE USER OF THE PLATFORMS ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS PLATFORMS AND THE INTERNET GENERALLY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS; IN SUCH COUNTRIES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
THIRD PARTY SITES:
Your correspondence or business dealing with or participation in the sales promotions of advertisers or service providers found on or through the Platforms, including payment and delivery of related goods or services, and any other terms, conditions, and warranties or representations associated with such dealings, are solely between you and such advertisers or service providers. You assume all risks arising out of or resulting from your transaction of business over the Internet, and you agree that we are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers on the Platforms. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, authenticity, copyright compliance, legality, decency or any other aspect of the content, advertising, products, services, or other materials on or available from such sites or resources. You acknowledge and agree that your use of these linked sites is subject to different terms of use than these Terms, and may be subject to different privacy practices than those set forth in the Privacy Policy governing the use of the Platforms . We do not assume any responsibility for review or enforcement of any local licensing requirements that may be applicable to businesses listed on the Platforms.
MONITORING OF MATERIALS TRANSMITTED BY YOU: Changes may be periodically incorporated into the Platforms. Calltry may make improvements and/or changes in the products, services and/or programs described in these Platforms and the Materials at any time without notice. We are under no obligation to monitor the material residing on or transmitted to the Platforms . However, anyone using the Platforms agrees that Calltry may monitor the Platforms contents periodically to (1) comply with any necessary laws, regulations or other governmental requests; (2) to operate the Platforms properly or to protect itself and its users. Calltry reserves the right to modify, reject or eliminate any material residing on or transmitted to its Platforms that it, in its sole discretion, believes is unacceptable or in violation of the law or these Terms and Conditions. DELETIONS FROM SERVICE: Calltry will delete any materials at the request of the user who submitted the materials or at the request of an advertiser who has decided to “opt-out” of the addition of materials to its advertising, including, but not limited to ratings and reviews provided by third parties. Calltry reserves the right to delete (or to refuse to post to public forums) any materials it deems detrimental to the system or is, or in the opinion of Calltry, may be, defamatory, infringing or violate of applicable law. Calltry reserves the right to exclude Material from the Platforms. Materials submitted to Calltry for publication on the Platforms may be edited for length, clarity and/or consistency with Calltry’s editorial standards.
INDEMNIFICATION:
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, your violation of any law, or your violation of the rights of a third party, including the infringement by you of any intellectual property or other right of any person or entity. These obligations will survive any termination of the Terms.
MISCELLANEOUS:
These Terms will be governed by and construed in accordance with the Indian laws, without giving effect to its conflict of laws provisions or your actual state or country of residence, and you agree to submit to personal jurisdiction in India. You agree to exclude, in its entirety, the application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods. You are responsible for compliance with applicable laws. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect. These Terms constitute the entire agreement between us and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter of these Terms. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Calltry. Calltry reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Calltry reserves the right to seek all remedies available at law and in equity for violations of these Terms.
Notices. All of our notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or e-mail address specified on the Order for the recipient of such notice. All of your notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our address: Calltry Limited, Building M, 501-B, Palm Court Complex, Besides Goregaon Sports Club, New Link Road, Malad(w), Mumbai 400 064.
Force Majeure. In no event shall we or any Distribution Site have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations shall continue during any event of force majeure. Indemnification. You agree to indemnify us and the Distribution Sites and hold us and the Distribution Site harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, actual attorneys’ fees) that may at any time be incurred by us or them arising out of or in connection with these Terms or any Advertising Products or services you request, including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive advertising or sales practices and any virus, contaminating or destructive features. Telephone Conversations. All telephone conversations between you and us about your advertising may be recorded and you hereby consent to such monitoring and recordation. Arbitration: Any disputes and differences whatsoever arising in connection with these Terms shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act, 1996. a) All proceedings shall be conducted in English language. b) Unless the Parties agree on a sole arbitrator there shall be three Arbitrators, one to be selected by each of the parties, and the third to be selected by the two Arbitrators appointed by the parties. c) The venue of Arbitration shall be in Mumbai, India.
Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to the subject matter of these Terms and supersedes all prior written and all prior or contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in these Terms. If any provision or provisions of these Terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Except as provided in Section 1, these Terms may not be modified except by writing signed by you and us; provided, however, we may change these Terms from time to time, and such revised terms and conditions shall be effective with respect to any Advertising Products ordered after written notice of such revised terms to you or, if earlier, posting of such revised terms and conditions on our Website.
In relation to any complaints or concerns, you can email to us at “feedback@Calltry.com” or call on our hotline No. 8888888888.
THIS SOFTWARE LICENSE & HOSTING SERVICE AGREEMENT (the “Agreement”) is entered into between Calltry Limited, having its registered Office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to as “Calltry”, “Licensor”, “We”, “Our”), and Clients (hereinafter referred to as “Client”, “Licensee”, & “You”). Calltry hereby grants the right to use its JD OMNI Software Program and Hosting Services (hereinafter referred to as “Product and Service”) to the “Client”, and the client acknowledges and agrees to comply with all of these Terms and consent to the transmission of certain information during Activation and for internet-based features of the software and hosting service. If you do not Accept and comply with these terms, you may not use the software and hosting service.
1) USAGE POLICY:You will use the Calltry’s Product and Service in a manner consistent with all local, states and Union regulations and laws. We reserve the right to suspend or cancel your access to any or all services provided by us when you are not in compliance to the terms of this agreement and/or we decide that your account has been inappropriately used.
2) DESCRIPTION OF SOFTWARE:This agreement applies to the most recent release of JD OMNI software program. JD OMNI Software (hereinafter referred as Software) is a one stop solution for retailers to manage their in-store and online business. It is a cloud based platform/solution to manage products inventory, purchases, suppliers, sales and customers. You will be able to use this software for the purposes of setting up your store virtually and starting your online business. This Software has the features through which you yourself can set up your store virtually, add & delete the products, access to Dashboard, manage inventory & purchases of your store, print your own barcode. This software is available on website as well as on mobile app. In this software you have the option of choosing the features which you want to use and pay only for those features as agreed between parties. This software will be accessible on website as well as on compatible mobile devices. The software accessible on compatible mobile devices will be available with limited features for its proper, easy and smooth functioning.
3) TERMS OF USE:This agreement only gives you rights to use the Product and Service as per the features obtained and fee paid by you. You may use the Product and Service only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Product and Service that only allow you to use it in certain ways. Client has the exclusive right to use the Product and Service only for a license period or as per the rights granted under this agreement.
You may only use the software on a single computer at one time and may do so only via a user interface connected directly to said single computer and not in any manner over a network, regardless of whether said network is a wide area network (WAN) or a local area network (LAN). You may NOT distribute copies of or documentation of the software to others. THE ACTUAL SOFTWARE PROGRAM COMPONENTS REMAIN THE PROPERTY OF Calltry. You may not sell, lease, rent, or otherwise distribute and/or sub-license the Software, including the manuals and documentation of same, to another person at any price. It is illegal to make copies of the Software Program, or Components. The Software Program and Components are protected by the copyright laws pertaining to computer software. It is illegal to give copies of the Software Program, Components and Modules, or manuals and documentation of same to another person, or to duplicate the Software Program or Components and Modules by any other means, including electronic transmission. Software contains trade secrets and in order to protect such trade secrets you may not decompile, reverse engineer, disassemble, or otherwise reduce software program to human perceivable form. You may not modify, adapt, translate, rent, lease, or create derivative works based upon software program or any part thereof.
4) RIGHT TO USE:Upon execution of this Agreement, You are granted right to use the Product and Service in accordance with the terms of this Agreement.
5) CLIENT’S RESPONSIBILITIES:Effective use of Product and Service provided by Calltry presumes a certain degree of knowledge and skill on the part of the Client. We will not be held responsible for your inability to use our Product and Service due to your lack of the requisite knowledge and skills.
6) USE OF JD OMNI SOFTWARE:i) The software is licensed, not sold. Under this agreement, we grant you the right to install and run one copy of software only on one computer with which you acquired the software, for use by one person at a time, but only if you comply with all the terms of this agreement. You may not make the software available for simultaneous use by multiple users. Calltry grants you the license to right to use the software only upon the receipt of license fees as determined by Calltry from time to time. The necessary instructions for operating the software are mentioned in the user manual available in the software after successful login. ii) The components of the software are licensed as a single unit. You may not separate or virtualize the components and install them on different computers. Calltry does not give permission for installation of the software on a server or for use by or through other computers or devices connected to the server over an internal or external network. You may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified. iii) Calltry may use commercially reasonable efforts to provide corrections to Software error. Any other upgrades or enhancements to the Software are not made available by Calltry as part of this agreement and may be subject to additional charges.
7) LICENSE OF JD OMNI SOFTWARE PROGRAM:i) Calltry grants you the license of JD Omni software program only upon receipt of license fee as determined by Calltry, from time to time , in according to the terms of this Agreement.
8) SERVICE FEES: You agrees to pay a non-refundable Service Fee for the Services that will be determined by Calltry at the time of accepting the Service. The (“Service Fee”) shall be paid by You in advance and Calltry will send the customer receipt/Invoice to Your registered Mobile Number and email ID, simultaneously after receipt of payment from You. Calltry shall, at its sole discretion, reserve its right to decide the Service Fee for the Services, from time to time.
9) FEES:i) In consideration of Calltry providing the Product and Service as specified in this agreement, you shall make the payment of fee as per the invoice issued to you from time to time. The terms of invoice shall prevail over the terms of this agreement. ii) Your right to use the Product and Service is limited to the license period. You may have the option to extend your Service upon paying of the requisite fees. If you extend your service, you may continue using the Product and Service until the end of your extended service period. After the expiration of the period, Product and Service will stop running on your computer. iii) Calltry shall make best efforts to install & activate the product and services from the date of receipt of fee into its bank account (subject to delay due to technical malfunctions). However Calltry will not be liable in any manner for any delay in activating your contract. iv) You agree to pay the fee as specified in invoice copy. You can pay the fee, either by way of upfront payment (payment of entire fee), or by way of the easy instalments payment options as available. If You opts to pay the fee/consideration by paying instalments, under such payment schemes, the You shall be liable to pay to Calltry the SERVICE FEES (including applicable Tax), at the time of registration and the balance payment can be paid through the various payment modes such as ECS (Electronic Clearing Service); CCSI (Credit Card Standing Instruction) & NACH (National Automated Clearing House). It is hereby clarified that the services shall only be activated once the first ECS/ CCSI/ NACH payment is credited on Calltry’s account as per the payment plan or the payment as received for the services/products as availed. Under no circumstances shall Calltry be liable to make any refund of any amount as paid by You on account of deactivation/non-activation of services due to non-receipt of any payment through ECS/ CCSI/ NACH/Cheques etc.. Calltry reserves the right, at its sole discretion, to change, modify and amend the Terms pertaining to the activation of your services at any time by publishing the amended Terms on our portals at https://www.Calltry.com/Terms-of-Use/Service-for-Listing- Services with or without notice to you. You are advised to check the Terms at regular interval to received uninterrupted services. Calltry does not encourage/prefer that payments be made in cash. Any cash payments made by you, shall be at your sole risk, without any recourse to Calltry. v) In the event, if you fail to make any installments in time and as per the payment plan chosen by You, Calltry may, in its sole discretion, suspend the services until necessary payments are made by you. The right of Calltry to suspend the Service shall be without prejudice to Calltry’s right to terminate the agreement, without any further notification vi) Calltry shall be allowed to terminate the right to use the service to a particular licensor for non-payment of fees, for noncompliance, with any applicable rules, regulations or agreements regarding the use of the service or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. Calltry will notify you of any such instance including the name of licensor and reason for termination. vii) If any cheques are dishonored due to insufficient of funds, Calltry may present the cheques before the banks until the cheques are honored or till the validity of cheques. You shall not raise any objection in this regards and also shall be responsible for any/all liability, if any incurred. Further you acknowledge that any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. You shall also be liable to pay interest @18 % per annum during that period.
10) Documents: You shall furnish the KYC documents or any other documents, as may be required by Calltry, on or before the first ECS/ CCSI/ NACH clearance. For the purpose of clarity, KYC documents include, (1) the passport; (2) the driving licence; (3) Voter’s Identity Card issued by the Election Commission of India; (4) Copy of Aadhar Cards; (5) Job card issued by NREGA duly signed by an officer of the State Government; (6) letter issued by the National Population Register containing details of name and address; along with PAN Card etc. In addition to aforesaid, the You also needs to furnish the documents relating to the business listing such as, Certificate of incorporation, PAN Cards of the company, Registration certificate, GST certificate, Shop & Establishment certificate, or any other Government certificate issued to running their business.
11) ISSUANCE OF INVOICE:Calltry will issue an invoice to you containing, inter-alia, the following details: a) Clients details b)License Fees c)Description of the features of Software, if required d)Type of access chosen by you (either website or App or both) if required.
12) TAXES:Calltry is entitled to levy you for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services. You shall pay the said taxes and charges promptly without raising any objections. You also agree that in the event the said taxes and charges are not charged by Calltry the taxes shall be paid by you directly to the authorities concerned without raising any objection. You further agrees that the taxes and charges payable under this Clause is in addition to the license fee paid by You for the Services rendered by Calltry. The Taxes would include Service Tax & VAT ( Value Added Tax) or other taxes as applicable.
13) HOSTING SERVICE:Calltry agrees to host and maintain your website on its server(s), as outlined in this Agreement. Calltry will take all reasonable precautions to implement data backup services on the data stored in your websites. Calltry agrees to monitor hosting services and make sites available to Internet users. However, Calltry is not responsible for unintentional damages or loss, either incidental or direct, caused by a loss of your information.
You shall acquire and maintain the Internet Protocol address and corresponding domain names for your website. Calltry may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by Calltry from time to time. Calltry shall execute the actions necessary to establish the address of your website, or to delete the address in the event your relationship is terminated or website cancelled in accordance with the rules, and regulations related to the product. Calltry shall provide you the ability to access data on your Website and make changes with a password set by you. Your connection will be secured by the firewall.
Your right to use the hosting service is limited for the period of 5 (Five) years. You may have the option to extend your hosting service on paying of the fees. If you extend your hosting service, you may continue using the hosting service until the end of your extended period. After the expiration of your period, hosting service will stop. Calltry reserves its right to charge the fees for the hosting service, at any time, at its sole discretion, and the same shall be notified to client, in advance. All Web Hosting and Hosting plans, including the unlimited plans, are subject to a limitation prescribed by Calltry time to time. In the event these limitations are exceeded, your site may slow down or not be served until more resources are added. More resources may be added for additional fees.
You shall be solely responsible for providing, updating, uploading and maintaining your website or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your website or server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services.
14) SERVICE/SUPPORT:a) Calltry will use commercially reasonable efforts to make available Calltry Support Center on Monday through Friday, during Calltry’s normal business hours, excluding Calltry’s scheduled holidays. Calltry will provide you all the customer and technical support via telephone hotline support 8888888888 or through support@jdomni.com. However our support services shall be limited to providing matter pertaining our software under this agreement not otherwise. b) We shall not provide technical support for any third party products/software of any kind, incorporated by you into the website. On best effort basis, we will use all commercially reasonable means to resolve your issues in this Agreement. c) Calltry will have no obligation to provide Maintenance Services for any Software that are damaged, modified (by anyone other than Calltry), incorporated into other software, or installed in any computing environment not supported by Calltry software program; or for any version of a software program other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Calltry’s reasonable control.
15) REFUNDS POLICY:All fees paid by you to Calltry are final and non-refundable. Until you terminate this Agreement, as specified in this agreement, you are responsible for paying the fee, regardless of whether you use our Product and Service or not.
16) NON-PERFORMANCE AND DELAYS:Calltry shall not be liable for any loss or damage resulting from non-performance by Calltry or its suppliers under this Agreement or from any delay in delivery of the Product and Service due to fire, labour unrest or strikes, delays in transportation or shipping, acts of God, war, acts of a public enemy, accident, hacking, technical glitch or any other cause or causes beyond the control of Calltry.
17) THIRD PARTY CONSULTANT:Calltry will not be liable for any costs incurred as a result of Client, for any reason, employing the services of a third party consultant or other technical personnel.
18) TRANSFER: This agreement is non-transferable or assignable by the Client without the prior written consent of Calltry.
19) FEES CHANGE:Calltry reserves the right to increase/raise the fees, at its discretion. The fees will only become effective upon renewal of the order. For clarity, additional purchases of the service/ other features will be subject to the new pricing.
20) CLIENT’S OBLIGATION:i) You represent and warrant that i) You would be solely responsible and liable for the information uploaded, edited, modified in the Software provided by Calltry. ii) You shall be solely responsible and liable for any dispute arising out of your usage of our services. iii) You acknowledge and confirm that you will be subject to the rules, guidelines, policies, terms, and conditions applicable to the JD Omni. Calltry reserve the right, at its discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. iv) You undertake to provide a copy of the licenses/ registrations (in case of corporate body) including but not limited to valid Identity proofs such as ration card, adhar card, voter id card and residential proofs such as electricity bill, telephone bill etc., (in case of individual) required to use our services. v) You acknowledge that any breach of the covenants set forth here may be a cause for termination of your service by Calltry, at its sole discretion. vi) You agree that at all times, you will maintain appropriate records relating to the usage of our services and shall allow Calltry/ Government, /statutory authorities and any other appropriate entities to examine, inspect, audit and review all such records and any source document pertaining to the services. vii) You hereby undertake to upload the terms and conditions on your website which will be applicable to the user of your websites who visit you website for any purposes including but not limited to buys the product/s or avails the services whether online or otherwise. viii) You shall ensure and take all appropriate security measures to prevent unauthorized disclosure and/or access of any details such as user ids, passwords, sensitive personal information or any other information of any end-customers/ Customers, third party which are obtained by you in any manner whatsoever. ix) You shall make available any and all customer assistance channels to assist and guide the end-customers/ Customers using your services and respond to any queries and address any issues that may arise in using Calltry services. x) You shall cooperate with Calltry and render assistance to it for connecting the respective JD Omni systems of the Parties. xi) You shall take all such precautions and measures to ensure that there is no breach of security. You shall work upon developing and implementing various security mechanisms at your own cost and ensure that there are proper encryption and robust security measures to prevent any hacking into the information and other data store on your computer system. xii) You acknowledge that responsibility for all content provided by you to Calltry for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that Calltry will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Content. xiii) You before providing the services to the end user through (JD Omni), shall be liable to check VAT/any other tax rates applicable on each and every product sold or services provided by you. Calltry shall not be liable for any error in any VAT/any other tax rates in the services provide through JD Omni. xiv) Calltry shall not be liable to update any changes in the VAT/any other tax rates in JD Omni. You shall be liable to update the VAT/ any other tax rates from time to time as per applicable laws on the products sold or services provided by you. xv) You acknowledge and agree that we may elect at its sole discretion to monitor the Content. We shall have the right, but not the obligation, to remove the content which is deemed, in our sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xvi) You agree to use the Services for legal purposes only. In the event that we become aware or reasonably believe, in its sole discretion, that the Services is being used for illegal purposes, we shall immediately terminate the Agreement and the Services as per our discretion, without notice, in addition to any remedies to which it (Calltry) may be entitled under law. xvii) Any attempt to undermine or cause harm to a server of ours is strictly prohibited. This includes, but is not limited to, attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your server, or anything that causes server malfunction. Failure to comply is subject to immediate account deactivation without refund. xviii) On the receipt of payment Calltry grants you the right/access to install and run one copy of the JD Omni only on one computer/PC. For a single license You will use/install JD Omni only in one outlet and if you intent to utilize JD OMNI for your another/additional outlet then you will have to make additional payment for availing JD Omni on the price/charges determined by Calltry from time to time.
You acknowledge that you are not acquiring title to or any interest in any Calltry Product and Service other than right to use the same. Your right to use of our Product and Service is conditioned upon your timely payment of the full amount of Fees due for Product and Service and your compliance with the terms of this agreement, including the following restrictions. When the Term expires, your rights to use the Product and Service also expire and you may no longer use the Product and Service.
Client will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Product and Service. Client will not make any representations or warranties concerning the Product and Service on behalf of Calltry.
21) DISCLAIMER OF WARRANTY:i) This Product and Service is available to you “as-is whereas basis.” You bear the risk of using it. Calltry gives no express warranties, guarantees or conditions. Calltry will make all reasonable efforts to provide uninterrupted access and hosting services subject to down time and regular maintenance. However, notwithstanding anything in this Agreement, you acknowledge that Calltry and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Calltry shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Calltry shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data or business; interruption or stoppage to the access to and/or use of our service; interruption or stoppage of services etc. Calltry does not warrant that hosting services will be provided uninterrupted or free from errors or it is free from any virus or other malicious, destructive or corrupting code, program or macro. No advice or information, whether oral or written, obtained by you from Calltry or through or from Calltry shall create any warranty. Calltry shall have no liability in this respect. ii) Calltry’s sole obligation and the your sole and exclusive remedy in the event of interruption services, or loss of use and/or access to service, shall be to use all reasonable endeavors to restore the Services as soon as reasonably possible.
22) LIMITED WARRANTY:i) EXCEPT FOR THE ABOVE WARRANTY, THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES ARE PROVIDED “AS IS WHEREAS BASIS”. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IS ASSUMED BY CLIENT. NEITHER Calltry, NOR AGENTS OF Calltry, NOR THE CREATORS OF THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, WARRANT OR GUARANTEE THE RESULT TO BE OBTAINED WITH THE SOFTWARE PROGRAM, AND COMPONENTS AND MODULES IN TERMS OF CORRECTNESS, RELIABILITY OR LEGALITY. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ii) THE LIABILITY OF Calltry OR ANY AGENT OF Calltry OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES UNDER THE LIMITED WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE PROGRAM SOFTWARE MEDIA AND RELATED SOFTWARE AND MATERIALS. IN NO EVENT SHALL Calltry, OR ANY AGENT OF Calltry, OR ANY CREATOR OF THIS SOFTWARE PROGRAM, AND COMPONENTS AND MODULES, BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CLIENT.
23) INDEMNITY:You shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with: i) breach of any provision of this Agreement or non-performance of any of its obligations under this Agreement by you; or ii) anything done or omitted to be done by you due to gross negligence, willful default or willful misconduct you or any of your officers, directors, employees or agents. iii) or resulting from Your business operations or use of Software provided by Calltry.
24) TERMINATION: i) The right to use our Product and Service hereunder shall continue subject to payment of fees as prescribed by Calltry, time to time or unless and until terminated pursuant to Clause (ii) hereof and subject to your proper performance of its obligations hereunder. ii) Calltry has the right to terminate this Agreement upon any material breach of terms and conditions by you. In the event of termination by client for any reason, Calltry will not refund the amount paid by you. On termination you shall forthwith return or destroy all data, information and software program and its updated versions, and provide written intimation of the same to Calltry. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes Calltry substantial harm is a material breach. Furthermore, any breach of the confidentiality, or non-competition provisions by you, or failure to make payments, shall be considered material breaches. Furthermore, any conduct or negligence that adversely affects the business or good will and brand name of Calltry will be considered a material breach Calltry Under such circumstances shall terminate the agreement without any further notice . iv) Upon termination of this agreement, Calltry shall retain all proprietary technology and services provided to you, and shall render inoperable all Subscriber websites and software after allowing for a commercially reasonable and orderly transition by you. Each Party shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this agreement.
25) PROHIBITED ACTIVITIES: i) The following content and activities may not be displayed or promoted by you and any person on your behalf nor Associated in any way with the Client’s account or Calltry’s services. Calltry shall be the sole arbiter as to what constitutes violation of this provision. ii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that belongs to another person and to which the user does not have any right to; iii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; iv) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that infringes any patent, trademark, copyright or other proprietary rights; or that violates any law for the time being in force; v) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; vi) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. vii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information/contents on the website that promotes any illegal or prohibited activity. viii) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that may be damaging to Calltry’s servers or to any other server on the Internet. ix) You and any person on your behalf shall not host, display, upload, modify, publish, transmit, update or share any information on the website that promotes or sale of unsolicited or bulk e-mail (SPAM) software or services or unsolicited or bulk e-mail or group posts (SPAM) which references and/or is traceable to Calltry and/or any Client in any way. x) Your sending any promotional emails/sms to your consumers and Calltry assumes no responsibility, liability including but not limited to the issues arising in connection with your customers being registered in DO NOT CALL/ DND registry with the Telecom Regulatory Authority of India. xi) You and any person on your behalf must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder. xii) You and any person on your behalf shall not, knowingly or intentionally conceal, destroy or alter or intentionally or knowingly causes another to conceal, destroy or alter any computer source code used for a computer, computer program, computer system or computer network of Calltry, without the permission of Calltry. xiii) You and any person on your behalf shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and you shall not misuse the computer resource of Calltry, without it permissions, and further shall not use the said devices for cheating by personating. xiv) You and any person on your behalf shall not access or use of an Internet account or computer resources without the owner’s authorization and further shall not download, copy or extract any data, computer data base or information from such computer network in any manner whatsoever; xv) You and any person on your behalf shall not introduce or causes to be introduced any computer contaminant or computer virus into any computer system or computer network and damages or causes to be damaged any computer system or computer network, data, computer data base or any other programs residing in such computer system or computer network. xvi) You and any person on your behalf shall not, disrupt or causes disruption of any computer, computer system or computer network or denies or causes the denial of access to any person authorized to access any computer system or computer network by any means. xvii) You and any person on your behalf shall not, destroy, delete or alter any information residing in a computer resource or diminishes its value or utility or affects it injuriously by any means and steel, conceal, destroy or alter or cause any person to steal, conceal, destroy or alter any computer source code used for a computer resource with an intention to cause damage. xviii) You agree that you and any person on your behalf shall not indulge or conspired, in any manner whatsoever in the aforesaid illegal activities. Calltry shall have the right, but not the obligation, to remove the Content which is deemed, in Calltry’s sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law. xix) You are strictly prohibited from installing any third party software on our services without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any notice.
You may not copy or use any Software program in any manner that is not expressly allowed under this agreement; You may not use our Software program or its output to develop or enhance any product that competes with a Calltry software; You may not disclose the results of any benchmarking of a Software program (whether or not the results were obtained with assistance from Calltry) to any third party; or You may not use a Software program in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.
You are prohibited to use, publish, email, reproduce, disclose, furnish, reveal, communicate, transfer or make accessible to any other person for any purpose any information that you encounter, acquire or learn about in connection with this agreement and Calltry has not given you written authorization to disclose or made available to the public, except as needed in the course of and for the benefit of the client. You are not indulging in any kind of piracy of software and also unauthorized, copying, downloading, sharing, selling, distribution or installing multiple copies onto personal or work computers of copyrighted software.
You are strictly prohibited from installing any third party software on our program without the express written authorization of Calltry. In the event that you install third party software on Calltry’s servers without the express written authorization of Calltry, Calltry at its discretion shall have the right to terminate the Services without any notice.
26) CONTENT OWNERSHIP:i) Calltry maintains control and ownership of any and all IP numbers and addresses that may be assigned to Client and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses. Client shall keep the rights of ownership and use of his own domain name(s) even if Client changes Calltry. In case of disputes regarding authority over domain names, Calltry will follow industry standard practice of giving ultimate authority to the domain name registrant. Calltry maintain control and ownership of any copyright, proprietary and/or licensed software, scripts, programs, images, or other electronic data or media installed and or provided by Calltry. ii) All contents stored by you shall at all times remain the property of yours. You grant to Calltry non-exclusive, world-wide licence to the content only to the extent necessary for Calltry to host the website. Calltry uses the information it collects through the software features to upgrade or fix the software and otherwise improves the products and services. Additionally, you agree that Calltry may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Calltry and its affiliates.
27) NON-COMPETE:During the term of this Agreement, and for a period of 2 (two) years after the termination of this Agreement, You agree not to develop or create any program of its own that is comparable in functionality or would compete with Calltry’s service in any way. You shall not directly, or through third person(s) or entity(s), attempt to develop, engineer, reverse engineer, create or re-create, any service that is comparable in functionality or concept with our service as outlined in this agreement. You shall not decompile, disassemble, or reverse engineer Calltry Materials or attempt to discover source code or other information concerning Calltry Materials including, without limitation, its design. You will not create any derivative work, program or product based on, or derived from JD OMNI, or use any information learned from JD OMNI to create any other program or product. You will not allow, encourage, facilitate, or assist any third party to do anything. You would be precluded from doing under this provision.
28) CONFIDENTIALITY:You shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of Calltry’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Calltry software program and plans for the Website ii) Specifications of Calltry’s software program and any future development plans iii) Concepts relating to Calltry software program not disclosed from the operation of the Website iv) Trade secrets of Calltry v) Information derived from providing the Services when Website is in operation, including but not limited to: 1) identities, contact information and credit card information of users (if applicable) 2) confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable) ii) Notwithstanding the forgoing, this confidentiality obligation shall not apply to any information which is already known to the public or produced in compliance with applicable law or a court order, provided you shall promptly notify Calltry so as to enable Calltry to seek a protective order or other appropriate remedy. You will return all the confidential information to Calltry within 30 (thirty) days from the expiry or the early termination of this agreement. The obligations contained in this Clause shall survive the termination of this Agreement
Notwithstanding the forgoing, in the event Calltry receives a validly issued administrative or judicial order, notice, warrant or other process that requires Calltry to share/disclose the confidential information then it shall be free to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.
29) PRIVACY:Calltry and Client will mutually keep the data private and not share or reuse the other party’s data, and put in place all normal reasonable security measures to protect each other’s data, including corresponding NDA agreements with employees and contractors. Client recognizes that Calltry can be required to provide data to legal authorities upon valid legal injunction, and to comply to such injunctions with or without Client’s authorization or consent. Furthermore, Client understands there is no absolute security, and in order to limit consequences of any accidental exposure, Client agrees to not use the Hosting storage for data beyond the data required for the Hosting. Client authorizes Calltry to backup and archive the Servers on-site and off-site, including Client’s data and Sites for the purpose of continuous Hosting operations, and to maintain Server logs required for Calltry’s technical operations and legal compliance. This authorization does not imply that Calltry must make or keep such backups, archives and logs. In case of suspected unauthorized use, or complaint, Calltry can, but must not, inspect Client data and traffic for compliance check purposes, prior to his decision to take measures.
30) SECURITY:Client has taken adequate encryption and security measures to maintain its computer resources secured under this agreement. You must ensure that you use the software through a secure network that requires a protective security safeguards. You shall comply with the security standards, as prescribed by the governments and implements the security management and procedures, network architecture, software design, and other critical protective measures to protect data and information.
You shall be solely responsible for undertaking measures to: i) prevent any loss or damage to your website or server content; ii) maintain independent archival and backup copies of your website or server content; and iii) ensure the security, confidentiality and integrity of all your website or server content transmitted through or stored on our servers. iv) we shall have no liability to you or any other person for loss, damage or destruction of any of your content. You shall not use the Service in any way, in our sole discretion, that shall impair the functioning or operation of our services or equipment. Specifically by way of example and not as a limitation, you shall not use the Services as: i) a repository or instrument for placing or storing archived files; and/or ii) placing or storing material that can be downloaded through other websites. You acknowledge and agree that we have the right to carry out a forensic examination in the event of a compromise to your server or account. Any attempts to undermine or cause harm to any server is strictly prohibited. This includes, but is not limited to attempting to gain access to password files other than your own, attempting to gain unauthorized access to other accounts on your Server, or anything that causes Server malfunction. Failure to comply is subject to immediate account deactivation.
31) CENSORSHIP:Calltry will exercise no control whatsoever over the content of the information passing through the network, email or website.
32 AUDIT AND COMPLIANCE:Calltry may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Software and Documentation to verify your compliance with this agreement. You agree to give Calltry (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Calltry will give you reasonable advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Calltry has a good-faith basis for believing that more frequent audits are warranted. Calltry will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse Calltry for these costs, in addition to other Damages.
33) INTELLECTUAL PROPERTY RIGHTS:This Software is owned by Calltry and is subject to protection under the copyright, patent and trademark laws of the India and other countries. You shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc. ii) Calltry owns and retains all ownership and proprietary rights relating to services and its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, and all proprietary rights in the Services and all software code and content relating to the Services etc.. This Agreement does not transfer, sell, assign, or entitle you to any of our source codes, programming documentation, or trade secrets except as provided in the this Agreement. During the term of this Agreement, Calltry grants you, a right to use our services in connection with the use and maintenance of our service, consistent with the terms of this Agreement.
34) MISCELLANEOUS:i) No Guarantee of Business: Calltry does not guarantee that by installing and using of this software, your business/profit will increase. ii) No Marketing: Calltry is not obliged and does not promote you business. Calltry’s obligation under the Contract is limited to the obligations of providing access to software upon the receipt of requisite payment from your end. iii) Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, regarding the Software. iv) Supersession- This Agreement supersedes all prior agreements and understandings (whether written or oral) between Calltry and the Clients, or any of them, with respect to the subject matter hereof. v) Amendment – Calltry is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to You. It shall be Your sole responsibility to visit Calltry Website and update himself / herself of the changes to the Terms of Service. vi) Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted. vii) Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. viii) Survival of Provisions: The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement. ix) Force Majeure: Calltry shall not be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, hacking, virus prone, technical glitch, defacement, sabotage, stoppage of display or transmission of the website, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control. x) Arbitration: In the event a dispute arises between the parties under this AGREEMENT, the parties shall attempt to amicably resolve the dispute through mutual discussions. Where the dispute is not resolved for a period of 30 (thirty) days from the date of the dispute, either party can, upon giving a written notice to the other party, declare its intention to initiate arbitration proceedings. The arbitration will be conducted in English in accordance with the rules prescribed under the Arbitration and Conciliation Act, 1996. The venue for the arbitration shall be Mumbai. The arbitration shall be conducted by a sole arbitrator to be appointed by Calltry at its sole discretion. The award of the arbitrator shall be final and binding on the parties. Each party shall bear its own cost of arbitration. xi) Assignments: You shall not assign, in whole or in part, the benefits or obligations of this Agreement unless otherwise mutually agreed in writing. xii) Notices: All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if personally delivered or sent by registered mail at the addresses as mentioned in the title to this document. Notices may also be sent through emails. xiii) Non-Exclusive Right: It is expressly agreed and understood between the parties hereto that this Agreement is on a non-exclusive basis and Calltry is free to provide similar services to third party. xiv) Governing Law and Jurisdiction: This AGREEMENT shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
1. This Terms of Use is entered between Calltry and the Vendor/business entity who have been issued JDRR Certificate. The Vendor/business entity hereby confirms that by applying, accepting, using the JDRR certificate indicates their agreement to all the terms and conditions under this Terms of Use and other applicable Terms and conditions, which has been clearly read, understood and accepted by the them. Calltry reserve the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without any prior written notice to Vendor. It’s Vendor/business entity responsibility to review these Terms of Use periodically for updates/ changes. Vendor continued use of the JDRR Certificate following the posting of changes will mean that they have accepted and agreed to the revisions.
2. SERVICES
3. FEE:
4. The Vendor upon the receipt of the JDRR Certificate shall satisfy itself about the details visible on JDRR Certificate. If Vendor have any concerns in relation to JDRR Certificate then the same shall be raised maximum within 45 (forty five) days from the date of the receipt of the JDRR certificate from Calltry. Any concerns received from Vendor after 45 (forty five) days shall not be entertained by Calltry.
5. The Vendor shall not use, misrepresent, make any changes to, obliterate or tamper with JDRR Certificate or present any part of either of them out of context. The Vendor shall not make multiple copies of the JDRR Certificate issued by Calltry. Any such act of using or displaying of the JDRR Certificate at more than one location by any Vendor without the permission of Calltry would immediately give Calltry the authority to claim such amount as was originally charged to such Vendor to whom the JDRR Certificate ) was issued for the first time. Calltry will also be at liberty to take appropriate legal action as it deems fit against such Business Entities.
6. THE VENDOR SHALL NOT EDIT, ENLARGE, COPY OR CREATE ANY CERTIFICATE(S) OR TRANSFORM THE CERTIFICATE(S) IN ANY FORM/ MANNER WHICH IS SIMILAR TO THE CERTIFICATE (S) PROVIDED BY Calltry TO THE BUSINESS ENTITIES. ANY SUCH ACT OF VENDOR WILL LEAD TO CONFISCATION OF THE JDRR CERTIFICATE (S) ISSUED TO VENDOR ALONG WITH THE COPY OF THE JDRR CERTIFICATE(S) WHICH IS USED BY THE BUSINESS ENTITIES. Calltry WILL ALSO BE AT LIBERTY TO TAKE APPROPRIATE LEGAL ACTION AS IT DEEMS FIT AGAINST SUCH BUSINESS ENTITIES.
7. The JDRR Certificate (s) would carry the star ratings that are given by the Users by way of review and their user experience with such Business Entities. Calltry has no role to play in terms of influencing or increasing or decreasing the star ratings given by the User to such Business Entities.
8. The Vendor are prohibited and warned not to indulge in any manner of influencing the ratings to be given to their business listing at Calltry portal, by deploying fake Users to give a rating to such any Business Entities’ business Listings. Vendor understands that any Advertisement of the JDRR Certificate (s) through any medium is strictly prohibited. Calltry reserves to take appropriate legal action as it deems fit, against any such act done by the Business Entities.
9. The Ratings in the form of stars to be displayed on the JDRR Certificate (s) are based on the User review and User experience at the relevant point of time when the JDRR Certificate (s) was issue to the Business Entities. The Ratings given are susceptible to change, post issuance of the JDRR Certificate, as the same is purely based on User review and User experience over which Calltry has no control. It is clarified that, the Business Entities’ Product and Service to their customers/users play a very vital and critical role in the Ratings that are finally given to such Business Entities.
10. Term and Termination
The tenure of the JDRR certificate is for one year from the date of issuance by Calltry. In case Business Entities’ breaches any conditions of the Terms of Use or Calltry receives any complaints against the Vendor from any one or for any other reasons, Calltry shall have right to terminate this Terms of Use forthwith and Vendor shall immediately stop using JDRR certificate issued by Calltry.
11. Consequences of Termination
On expiry or earlier Termination of this Terms of Use, Vendor shall (a) cease using the JDRR Certificate; (b) return or destroy the JDRR Certificate within 7 business days of expiry or termination; and (c) confirm in writing that Vendor has complied with these obligations.
12. Intellectual Property Rights
All intellectual property rights in: (i) Calltry Brands; (ii) JDRR Certificate belong exclusively to Calltry. Nothing in this Terms of Use is intended to grant any rights or license to the Vendor under any work right, copyright, trade secret, trademark or service mark, or other intellectual property right of Calltry. Vendor shall not have any right to use or reproduce in any manner any intellectual property owned by Calltry, including any trademarks, trade names, logos etc.
13. No Liability
Calltry assumes no liability or guarantee to the accuracy, completeness or actuality of Ratings given to any Business Entities. The Ratings as given on the JDRR Certificate (s) would hold good as per the User review and User experience at the relevant point of time. Such Ratings are solely the statements of opinion of each User as of the date they are expressed. No such rating by way of number of stars given in the JDRR Certificate and as displayed on the Calltry website is to be deemed as recommendation to place an order or purchase a Product or avail any Service of any Vendor listed with Calltry. Calltry has no obligation to update any information. Calltry does not act as a rating agency for recommending any Product or Service of the Vendor who listed with Calltry. Calltry is not obliged to ensure which User post review or express their User experience with respect to the Product or Service of any Vendor listed or who are availing the Services of Calltry.
14. Disclaimer
The Ratings given by any User of the Calltry Service is provided “as is” with no express or implied warranties, representations, endorsements or conditions with respect to the JDRR Certificate (s) and any information contained therein (the information contained therein, in the JDRR Certificate, including without limitation, usefulness, completeness, accuracy, timeliness, reliability and fitness for a particular purpose or use) which is issued by Calltry to it’s Business Entities. Furthermore, Calltry does not represent or warrant that the Product or Service of any Vendor listed at Calltry will meet the User’s requirements and needs. Under no circumstances Calltry shall be liable to the Vendor or the User for any loss (including, without limitation, lost income or lost profits and opportunity costs), damage, liability or expense suffered which is claimed to result from access or use of Ratings given to any Vendor based on which if anybody avails any Service or purchases any Product of Vendor listed at Calltry. Decision to use or avail any Product or Service of any Vendor listed at Calltry is at User’s sole risk.
15. Indemnity
Vendor shall defend, indemnify, and hold harmless Calltry, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses incurred or suffered by Calltry (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with:
16. Disputes Resolution
If any dispute/difference arises between the parties about the Terms of Use then the Parties shall meet to discuss the matter and shall negotiate in good faith to resolve the matter. However if such matter remains unresolved within 60 days from the date of dispute intimated to other party in writing thereafter the matter shall be referred to the sole arbitrator appointed by Calltry at its discretion. The arbitration shall be conducted by the three member arbitration panel. The Arbitration and Conciliation Act, 1996 shall govern the arbitration proceedings and the place of Arbitration shall be Mumbai. Language of Arbitration shall be English. Cost of Arbitration shall be borne in equal proportion by the Parties. Attorney costs shall be borne individually by each Party. The Arbitration award shall be final and binding upon the Parties.
17. Relationship
The relationship of the Parties is on a “principal to principal” basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create with limitation any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or between the Vendor and the representatives and employees of Calltry or between Calltry and the representatives and employees of the Vendor or to provide either of the Parties with any right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
18. Survival of Information
The terms and provisions of this Terms of use that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Terms of use.
19. Notices
All notices, requests, demands and other communications hereunder shall be in writing and the same shall be deemed to be served, if personally delivered or sent by registered mail at the registered office addresses. Notices may also be sent through emails, however, such emails must be followed up with a physical notice at the above mentioned address within a period of ten (10) days.
20. Waiver:
Unless otherwise expressly stated, the failure to exercise or delay in exercising a right or remedy under this Terms of Use shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Terms of Use shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
21. Governing Law and Jurisdiction:
This Terms of Use shall be governed and construed in accordance with the laws in India. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.
22. Assignments:
The Vendor shall not assign, in whole or in part, the benefits or obligations of this Terms of Use unless otherwise mutually agreed in writing.
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