Terms of Service
Last updated: may 2016.
This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and its 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 Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User”) and Sparkyo Technologies Private Limited (“Syook”, “we”, or “us”). We provide our Users with a mobile management solution including but not limited to access to certain Materials (as defined below) to help our customers maintain their own customer database, automate communication with their customer, manage their backend and also offer personalized backend software services (collectively, the “Services”) directly and through the website and associated domains of http://www.syook.com (the “Site”).
1. What We Own
During the subscription period: Any and all the material and services available on the Site, and all material and services including but not limited to the software, all informational text on the website, software documentation including the legal documents and other guides, design of and “look and feel,” layout, photographs, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”) provided by or through us, our affiliates, subsidiaries, employees, agents, licensors or any other such other commercial partners, are owned by us and are protected by copyright, trademark, trade secret and other intellectual property laws.
On Purchase of a customized software: Post your purchase any and all the material and services available on the Site, and all material and services including but not limited to the software, all informational text on the website, photographs sent and received by you, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted (collectively, the “Materials”) are owned by you for your personal/business use only and the same must not be transferred, copied, resold and / or licensed to a third party.
All Syook trademarks, logos, slogans and taglines are the property of Sparkyo Technologies Pvt. Ltd. All other trademarks, logos, slogans and taglines used on the website are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Syook without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
2. Rights to Use What We Own
Subject to this Agreement, Syook grants you, upon receipt of your subscription as per your chosen subscription plan (“Plan”), a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by us (“User ID”) to the extent necessary to access and use the Services in accordance with the chosen plan and the terms of this Agreement.
This license does not permit you in any way, and you agree not to: save, store, copy, reproduce, modify, republish, upload, translate, scrape, rent, lease, loan, sell, distribute, transmit, transfer, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement.
As mentioned above, You may refrain from selling, assigning, sublicensing, granting an interest to a third party or otherwise refrain from attempting to transfer any kind of right in the Materials licensed to you. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited.
We will provide you one User ID for each account held by you, thereby permitting you the access to the Materials through the Site. You also agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services.
You also agree
(a) not to provide User IDs to anyone who is not your employee, agent, team member, or any other person working for you, and
3. What You Provide to Us
You are legally liable and responsible for all the information, data, text, photographs, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). You agree to the fact that Syook is not responsible for your Content.
You hereby grant Syook a license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
4. Comments and Feedback
Any and all questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and is owned by us, and you hereby grant us a license to reproduce, display, distribute, publish, modify or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, at our sole discretion.
5. Monitoring What You Provide Us
Syook may, but has no obligation to, monitor Content on the Site. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect us or our customers, or operate the Services properly. Syook, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. If we have requested that the Content be placed or have placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If we request you to place any Content behind password protection and you fail to do so promptly, Syook may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement with us, thus ceasing all your data.
6. Copyright Complaint Policy
If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to our customer support and they shall then forward it to the concerned team.
In order to be a User, You agree to all of the following:
b. You will ensure the email address and contact number provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
d. You will not use the Services or Materials to impersonate another company or firm.
e. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Syook without our express written permission.
f. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may directly or indirectly impact the ability of any Syook user to access the Services.
g. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account.
h. You will not attempt to or override any security component included in or underlying the Materials or Services.
i. You will not publish Content, or links to Content, that is:
i. Pornographic, sexually explicit, or violent.
ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another’s privacy.
j. You verify that your country of residence is the same as your billing address.
Syook may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be restricted, temporarily or permanently from holding an account or using the Services. If we reasonably determine that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data shall be erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
k. You agree and indemnify Syook from any future claims arisen due to any transaction done by You with your customer.
8. Fees and Subscription:
a. You may agree to a ___________________ contract agreement with Syook.
b. You can opt to upgrade or downgrade your service agreement to any other contract agreement that Syook is currently offering for sale at any time during your contract term. In the event of a contract downgrade, a discount credit will be issued to your Syook account for the difference in the cost of the two contracts. This credit can be applied to future months of service with Syook, and is in no way transferable to a cash refund.
c. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via ____________________.
All cancellations must be: (1) month prior to the end of the contract term.
d. You may also choose to purchase the software for a more customized use and feel and finish. For the same all pricing shall be determined by us at the time of your request to purchase the software.
e. Syook charges Administrative and Cancellation charges that are determined on client to client basis and no refund of the same can be demanded by You.
f. To provide certain services, We may charge a non- refundable commission determined by us on a case-to-case basis.
You agree to pay any and all taxes and fees applicable, associated with Services, including but not limited to any sales tax or service tax. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only.
a. Services may be terminated by us, without cause, at any time on default of this or any other legal agreement or the intellectual property protections applicable to these Services. .
b. Services may be terminated by you, without cause.
c. Notice of termination of Services by Syook shall be sent to the contact e-mail associated with your account. Upon termination, Syook has the right to delete all data, files, or other information that is stored in your account without any prior written consent from you.
11. ERRORS AND ACCESS TO SITE
You are solely responsible for the accuracy and appropriateness of all data and content within the software including but not limited to the product pricing, product descriptions, shipping, contact information, email communications, and payment mode, etc.
SYOOK WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES, OR BY USING THE SOFTWARE PROVIDED BY US. YOU FURTHER UNDERSTAND THAT SYOOK MAY MAINTAIN A BACKUP OF THE DATABASE HOWEVER, WE CANNOT BE HELD RESPONSIBLE FOR ANY LOSS TO SUCH BACKUP. THEREFORE, YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
12. DISCLAIMER OF WARRANTY
THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SYOOK AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DEFECTS, IF ANY, WILL BE CORRECTED; NOR DO WE OR OUR LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU AGREE EXPRESSLY THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK.
IN ADDITION, SYOOK IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
FURTHER, SYOOK MAKES NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE INDIA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
NEITHER SYOOK NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13. Limitation of Liability
We are not liable to you or any other person for any kind of damages whatsoever, including without limitation any punitive, exemplary, consequential, incidental, indirect, or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising due to the use of the site, the services, the materials, your content or through the site. You hereby agree to indemnify us and hold us and our parents, subsidiaries, affiliates, licensors, and their officers, directors, trustees, affiliates, subcontractors, agents, and employees, harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), suspected and unsuspected, known and unknown, disclosed and undisclosed, arising out of or in any way connected with the use of the services, materials, site, your content. You hereby also agree to the fact that in-case any liability has arisen, we shall not be held liable to pay more than the subscription amount paid by you during the month the liability arose.
14. Exclusive Remedy
In the event of any problem with the site, the services, the materials, you agree that your sole and exclusive remedy is to cease using the site, the services and the materials. Under no circumstances shall Syook be liable in any way for your use of the site, the services, the materials, the content available on or through the site.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and at our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement.
You agree to indemnify, hold harmless, and defend Syook and its suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to lawyer’s fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) use of the Services, the Site or the Materials from your account by you or someone else using your account whether authorized by you or not (ii) your Content. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party.
We reserve the right, at our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement and it shall be your responsibility to check the same. If you have a Syook account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
We may also, in the future, offer new services and/or features through Site. For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this or an updated Agreement.
18. Dispute Resolution
Amicable Settlement of Disputes:
Any or all differences, disputes, non-compliance or non-payment arising out of these presents or interpretation thereof shall be firstly resolved amicably by the parties, within a period of 30 days from the date of receipt of notice by either Party from the other Party of any such dispute or difference.
In the event the Parties fail to amicably settle and resolve the dispute/s or differences/ that may have arisen between them within a period of 45 days from the date of reference, any and all such claims, disputes, questions, controversies, differences, non-payment or non-compliance involving any of the Parties in respect of or concerning or connected with these presents or its interpretation or implementation, or any clause or provision hereof shall be referred to Arbitration. The arbitral tribunal shall constitute of the sole arbitrator appointed by Sparkyo Technologies Pvt. Ltd.
The Arbitration proceedings shall be commenced and prosecuted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (Arbitration Act) and the rules made there under, as may be amended from time to time or its reenactment in force. The Arbitral Tribunal shall be appointed in the manner provided in the Arbitration Act.
The place of arbitration and the seat of arbitral proceedings shall be at Bengaluru, India. Any arbitral proceedings pursuant to any reference made under this Agreement shall be conducted in English language. The decision of the arbitral tribunal and any award given by the arbitral tribunal shall be final and binding upon the Parties.
For any unsettled disputes, the same shall be referred to the courts of Bengaluru, India.
You acknowledge that a violation or an attempted violation of any of this Agreement will cause such damage to Syook as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law.
Accordingly, you agree that Syook shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by us in obtaining such an injunction, including, without limitation, a lawyer’s fees.
21. Miscellaneous Rules
a. If on a future date due to change in any government rules and regulations or due to any statutory conflict, any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
b. If we at any given point of time fail to enforce any of this Agreement not by choice but due to any other reason, it will not be considered a waiver.
c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
f. This Agreement does not confer any third party beneficiary rights.
g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
22. Force Majeure
We shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to you for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control.