Terms and conditions

Terms: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 Just Dial’s service via Just Dial Portal. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.This is an agreement between Just Dial Ltd., 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, the owner and operator of www.placementskill.com (the “placementskill Site”), the placementskill Application Software “placementskill Mobile App”, including collectively, including all content provided by placementskill through placementskill Application and the placementskill Site, the “placementskill 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 TERMS ‘ONE TAP’ PAYMENT FEATURE, TERMS FOR UPI, SOFTWARE LICENSE AGREEMENT, HOSTING SERVICES AGREEMENT, SOFTWARE LICENSE AND HOSTING AGREEMENT, JD PAY (Receiver), JD PAY (Sender), Service For ADVERTISER, placementskill Messenger, Terms for Digital Catalogue-B2B AND placementskill’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.Just Dial Service:These Terms of Service apply to all users of the placementskill Service. Information provided by our users through the placementskill Service may contain links to third party websites that are not owned or controlled by placementskill. placementskill has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. Also, Just Dial 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, placementskill will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that placementskill 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 Just Dial’s belief.Errors, Corrections, and Right to Modify or Discontinue Service and Sites:We do not represent or warrant that the placementskill 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 placementskill Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the placementskill 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. placementskill 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. placementskill shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any Sites.Just Dial Access:A. Subject to your compliance with these Terms of Service, placementskill hereby grants you permission to use the Service, provided that:your use of the Service as permitted is solely for your personal use, and you are not permitted to resell or charge others for use of or access to the Service, or in any other manner inconsistent with these Terms of Service;you will not duplicate, transfer, give access to, copy or distribute any part of the Service in any medium without placementskill’s prior written authorization;you will not attempt to reverse engineer, alter or modify any part of the Service;you will otherwise comply with the terms and conditions of these Terms of Service and Privacy Policy. The Application is currently made available to you free of charge for your personal, non-commercial use. Just Dial reserves the right to amend or withdraw the Application, or charge for the application or service provided to you in accordance with these placementskill Mobile App terms, at any time and for any reason.B. In order to access and use the features of the Service, you acknowledge and agree that you will have to provide placementskill with your mobile phone number. You expressly acknowledge and agree that in order to provide the Service, placementskill 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 placementskill 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 placementskill. You must notify placementskill immediately of any breach of security or unauthorized use of your mobile phone. For removal of doubts it is clarified that, placementskill 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 Just Dial including but not limited to any claims made on placementskill 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 placementskill Site or placementskill Mobile App. or use of placementskill Service that is available through any other mediums.AVAILABILITY:Just Dial will use reasonable efforts to make the Application available at all times. However you acknowledge the Application is provided over the internet and mobile networks and so the quality and availability of the Application may be affected by factors outside Just Dial’s reasonable control.Just Dial does not accept any responsibility whatsoever for unavailability of the Application, or any difficulty or inability to download or access content or any other communication system failure which may result in the Application being unavailable.Just Dial will not be responsible for any support or maintenance for the Application.SYSTEM REQUIREMENTS:In order to use the Application, you are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications (‘Software Requirements’).The Software Requirements for downloading the placementskill Mobile App would vary as per the mobile platform. The placementskill Mobile App would be available in English Language as of now.The version of the Application software may be upgraded from time to time to add support for new functions and services.Intellectual Property Rights:The Just Dial 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 Just Dial 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 Just Dial’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 Just Dial.For removal of doubts, it is clarified that, by accepting theses terms, you hereby waive and grant to Just Dial all rights including intellectual property rights and also “moral rights” in the Reviews, Ratings and Comments posted by you at Just Dial through any of mediums of Just Dial and that Just Dial is free to use all such Review, Ratings and Comments as per its (placementskill’s) requirements from time to time.User Submissions & Specific Features: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:submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant placementskill all of the license rights granted herein;publish falsehoods or misrepresentations that could damage placementskill or any third party;submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;post advertisements or solicitations of business;impersonate another person;send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;interfere with or disrupt the integrity or performance of the Service or the data contained therein; orattempt to gain unauthorized access to the Service or its related systems or networks.D. Adult content must be identified as such. placementskill does not endorse any Rating and/or Review or any opinion, recommendation, or advice expressed therein, and placementskill expressly disclaims any and all liability in connection with ratings and/or submissions. placementskill does not permit copyright infringing activities and infringement of intellectual property rights via its Service, and placementskill 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:A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, including the mobile phone number of the placementskill Mobile App user allegedly infringing the copyrighted work;Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Such takedown notices may be emailed to support at. placementskill reserves the right to remove contents without prior notice. placementskill may also terminate a user’s access to the Service, if they are determined to be a repeat infringer, or for any or no reason, including being annoying. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a content removed from the Service more than once. placementskill also reserves the right to decide whether content or a Rating and/or Review is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to excessive length or limited interest. placementskill may remove such contents and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.E. You understand that when using the placementskill Service you will be exposed to Ratings and Review submissions from a variety of sources, and that placementskill 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 placementskill. 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 placementskill with respect thereto, and agree to indemnify and hold placementskill, 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 placementskill Service.F. placementskill reserves the right to discontinue any aspect of the placementskill Service at any time.G. Right, But Not Obligation, to Monitor Submissions: Just Dial 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.WARRANTY: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. placementskill DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE MEDIA AND MATERIALS. placementskill DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. placementskill 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 placementskill 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 placementskill 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. placementskill 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.ADDITIONAL DISCLAIMER:Users using any of Just Dial service across the following mediums i.e. through internet i.e. www.placementskill.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 Just Dial. 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 Just Dial does not confirm, does not acknowledge, or subscribe to the claims and representation made by the Advertiser/s listed with Just Dial. Further, Just Dial is not at all responsible for any act of Advertiser/s listed at Just Dial.Limitation of LiabilityIN NO EVENT SHALL placementskill, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANYERRORS, MISTAKES, OR INACCURACIES OF CONTENT,PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE,ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS,ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY,ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE placementskill CLIENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/ORTHE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF SERVICE OR PRIVACY POLICY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.YOU SPECIFICALLY ACKNOWLEDGE THAT placementskill 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.Indemnity:You agree to defend, indemnify and hold harmless placementskill 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:your use of and access to the placementskill Service;your violation of any term of these Terms of Service;your violation of any third party right, including without limitation any copyright, property, or privacy right; orany claim that one of your Ratings and/or Reviews or Comments caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the placementskill Service.Ability to Accept Terms of Service:placementskill 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.Assignment:These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by placementskill without restriction.Miscellaneous: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.GOVERNING LAW: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. Just Dial 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. Just Dial reserves the right to seek all remedies available at law and in equity for violations of these Terms.Privacy Policy :In the course of registering for and availing various services we provide from time to time through our website www.placementskill.com (“Website”, telephone search, SMS and WAP) or any other medium in which placementskill 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 anyProduct / Service orProduct / Service of any subscriber / advertiser orProduct / Service of any particular subscriber / advertiser.
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.
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@placementskill.comPrivacy Notice:placementskill 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 placementskill Terms of Service. Your use of the placementskill Site, placementskill Software and the placementskill 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 placementskill’s Terms of Service and covers the treatment of user information, including personally identifying information, obtained by placementskill, including information obtained when you access the placementskill Site, use the placementskill Service or any other software provided by placementskill.The Information placementskill Collects:placementskill 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”) :You provide certain Personally Identifiable Information, such as your mobile phone number, and mobile device information to placementskill when choosing to participate in various uses of the placementskill Service, such as registering as a user, and viewing ratings of contacts in your address book. In order to provide the placementskill Service, placementskill will periodically access your address book or contact list on your mobile phone to locate the mobile phone numbers that have been used to avail placementskill services and to provide ratings of establishments we have received from users of these mobile numbers. placementskill may access your location information to provide search results based on your geo location. This allows the software to provide relevant search results. Location data gathered from a mobile phone is used only to provide search results and is not used in any other manner whatsoever.The Information placementskill Does Not Collect:placementskill 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. placementskill does not store historical location information of users in any form or manner at its end, except for last known location from which the placementskill software was accessed in case of non availability of current location data. placementskill 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.The Way placementskill Uses Information:If you submit Personally Identifiable Information to us through the placementskill Site, or placementskill Service, then we use your personal information to operate, maintain, and provide to you the features and functionality of the placementskill Site and placementskill Service. In particular, your mobile phone number is essential to your use of the placementskill 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 :placementskill will use your mobile number and contacts list to identify friends in your network who have rated establishments and/or are users of placementskill Services. placementskill collects ratings in the following ways :When a user calls our service and is prompted to rate an establishmentWhen a user rates establishments on the website or mobile site or ApplicationsWhere are the ratings shown ? Ratings are shown in the following ways on placementskill :In SMS when user asks for information by calling the placementskill ServiceRatings are displayed on various places on the website, mobile site and mobile applications in pages such as the overall ratings count page, search results pages, company details pages etc. User information such as mobile phone number is masked and personally identifiable information is not displayed unless user is registered with placementskill and is accessing the tag friends feature.Ratings are shown in the “Tag your friend” feature available across placementskill services platforms where user can access friends’ ratings of establishments.Benefits:Your contacts list will allow placementskill to provide you with ratings given by your friends and help make the experience on placementskill even better. Your friends’ ratings will allow you to make a better decision about choosing a product/service/establishment on placementskill.
You can build your friends network and choose your friends on placementskill and access your friends’ ratings across the range of our platforms including mobile site, website and our applications.How placementskill uses your information:placementskill “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 placementskill will be displayed in your tagged friends list. If a contact in your address book has rated an establishment/s on placementskill, the ratings associated with the contact will be displayed as part of your friends’ ratings. If a contact in your address book has used placementskill’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 placementskill’s platforms, ratings of such a friend will be visible to you only ifYour mobile number is present in his contacts listYou have not been untagged by your friendplacementskill 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 :remember information so that you will not have to re-enter it during your visit or the next time you use placementskill;provide custom, personalized content and information;monitor individual and aggregate metrics such as total number of visitors, pages viewed, etc.; andtrack your entries, submissions, views and such.When placementskill Discloses Information:Other users of the placementskill Service may see your ratings submissions in a way that is consistent with the use of the placementskill Service. For example, a rating of “ABC Restaurant” on placementskill will be available to every user of the placementskill 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 placementskill 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 placementskill Service.Your Choices:You may, of course, decline to submit Personally Identifiable Information through the placementskill Service, in which case placementskill 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 placementskill mobile application; your continued usage of the placementskill 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 placementskill Service. Please contact placementskill via email to privacy at placementskill.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.Third-party Advertisers, Links to Other Sites:placementskill 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.Our Commitment to Data Security:placementskill 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 placementskill and you do so at your own risk.Consent To Push Notification:You agree and confirm that any review, rating and comments, including any other content or data therein, that you submit/post on Just Dial platforms viz. WEB, WAP, APP & Phone etc. such details as per Just Dial’s discretion will be shared with your Tagged Friends who are the users of Just Dial’s services.Terms & Conditions for Contest:1. Sponsor : This contest (the “Contest”) is sponsored by Just Dial Limited, (“Sponsor”), which owns, run’s and operates the Website: www.placementskill.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 placementskill’s Discretion.3. Criteria of Eligibility for the Contest :
Please note this Contest is open only to individuals who are (i) legal residents of India, (ii) Eighteen (18) years of age or older on the date of entry, as shown on the PAN CARD, Voters Identity Card, a valid driver’s license or other means of identification issued by the Central or State government agency or by a school or other educational institution, and containing the entrant’s address and picture (iii) In the event that a User is below the age of eighteen (18) years and participates and wins this Contest, he/she shall be disqualified and shall not be entitled to the Prize.The following individuals are not eligible to participate in the Contest: (i) present employees of the Sponsor or Sponsor’s affiliates or subsidiaries (collectively, “Sponsor Entities”), (ii) past and present employees and previously published authors of any of Sponsor Entities’ parent, subsidiary or affiliate companies.4. Rules for Participation to the Contest :
No Purchase or Payment of any kind is necessary to enter or win this Contest.The moment any user who downloads the Just Dial Moblile Application on their phone, and provide their Mobile Number and Name, they automatically participate in the contest. Once your Mobile Phone Number and Name is registered with us, you will be eligible for the lucky draw, subject to the terms and conditions. Just Dial may, at its sole discretion, withdraw the Contest at any time without any prior notice. The user ought to have a Smartphone to download the Just Dial Mobile Application . The Just Dial Mobile Application will be availabile / download from App Store.The User has to ensure to provide his/her own valid mobile number, in order to qualify as a valid entrant in the contest. Please note only one entry by each User’s own, one valid mobile number will only be allowed. Multiple entries by the same User would not be allowed. In the event of multiple entries by the same User, on such discovery, the User may be disqualified from the contest.The user hereby gives to Just Dial right to establish communication as and when deemed fit by Just Dial, once the user downloads the Just Dial Mobile Application.5. Description of the Prizes and other important riders :
The Contest winner shall receive Prizes. The Winner will be selected by a random automated computer process.The Winning Prize is not transferable and cannot be redeemed for cash. No request shall be entertained in this behalf.All expenses to visit the venue and collect the Prize are to be borne by the Winner. The Winner himself / herself has to come personally to collect the Prize along with required identification documents.Though the Sponsor would give away Smartphone (any model) as a Prize to each Winner, however the sponsor at its discretion, reserves the right to substitute the Prize mentioned herein with another prize and the prize winner will be notified accordingly. The Sponsor accepts no responsibility for any tax implications that may arise from the prize winnings. Independent financial advice should be sought. Further, if there are any tax implications on the Prize then the same will have to be borne by the Prize Winner. The Sponsor shall not be responsible for the quality, warranty or deficiency of the Winning Prize that is finally given to the Prize Winner. The Sponsor shall not be liable for any loss, damage, theft, or any other mishap caused to the Prize(s) after handing over the same to the winner/ his/ her assign(s).Apart from the other terms and conditions mentioned herein, the prize may be given to the winner at any offices of the Sponsor, in any of its branches or at any other Venue that would be communicated to the winner, at the sole discretion of the Sponsor. The Sponsor will communicate the Winner the date, venue and time to collect the Prize.The Prize Winner has to compulsorily submit their proof of identity and/or proof of age and all other identification proof and documents as asked for by the Sponsor in order to claim the Prize. In case of any further identification considered suitable for verification, the same may be requested at the discretion of the Sponsor.The Sponsor reserves the right to withdraw the Prize to be given, in the event of a contestant being unable to satisfy these contest terms & conditions or forfeiting or not claiming the prize. Further, any prize that remains unclaimed within 90 days of declaration of the Prize Winner, then the Sponsor will declare the prize of the winner to be forfeited and the winner will have no right to claim the prize thereafter.Winners will be notified by an SMS on the Mobile number given for participation.The Sponsor will not be responsible for any error, failure, problem or technical malfunction in the process of uploading the details that is to be done by the contestant / User. It is the responsibility of the User that all the details required to be submitted by the contestant are correctly submitted. The Sponsor is not responsible for any connectivity issues while the User is feeding and uploading in details and participating for the Contest.The decision of the Sponsor shall be final and binding and is non-contestable. No correspondence will be entertained on the same.By participating in the contest, the User expressly agrees that the Sponsor will have the right to reproduce all the entries in any and all formats, media and/or mediums in any reasonable manner including but not limited to television, internet, mobile, print etc. The User / Contestants and / or Winners may be required by Sponsor to participate in a photo, video and/or any advertisement or film session and they hereby acknowledge that the Sponsor may make use of their name, voices, image and photograph/s for publicity & promotional purposes without compensation (to the contestants and / or winners), and they also agree that the Sponsor own copyright in any such images and photograph/s, content and videos and in all material incorporating the photograph/s, content and videos. The Sponsor or any person or entity permitted by the Sponsor in this regards shall be entitled to use the entries received or any information now existing or hereinafter created in connection with the entry in any media for future promotional, marketing, publicity and any other purpose, without any permission and/or payment to the User /Contestant/ Winner. Further, all entries, including without limitation, all Proposals submitted as part of entries, become the property of Sponsor and will not be acknowledged or returned.Affidavit of Eligibility and Liability Release: The potential winner will be required to execute and return to Sponsor an affidavit of eligibility and liability release, including, where legal, a publicity release, which must be received by the Sponsor within ten (10) days of the date of the Notificationor the prize will be forfeited and an alternate entrant will be identified as a potential winner and so notified in the same manner as described above.Apple is not involved in any way with the contest.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 Contest13. The contest is valid for Indian Residents excluding the states of Telangana, Orissa, Assam, Sikkim and Nagaland.Terms Of Use For Search Plus ServicesYOUR ACCEPTANCE OF THIS AGREEMENT:This is an agreement between you (“you”, ” your” “caller” or “user”) and Just Dial Limited. (“Just Dial” “we,” or “our”) that governs your use of the search, booking services or any other services offered by Just Dial through its website www.placementskill.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 Just Dial as described in this agreement. All the orders/enquiries placed by you through its website www.placementskill.com (“Website”), telephone search, SMS, WAP or any other medium, will forwarded by Just Dial 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 Just dial which will in turn will be forwarded to respective Advertiser listed with Just Dial.”Product List” means the list of Goods displayed on the Just Dial.com web site as amended from time to time.2. Applicability
The terms of use will be applicable between You and Just Dial 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 Just Dial Caller Centre Number and/or by using the booking facility provided on the web, wap or by any other means as introduced by Just Dial from time to time.Just Dial does not sell or claim to sell any liquor or any other product online by itself.Just Dial collects customer orders and forwards them to the advertiser which may or may not choose to complete the order.Just Dial is also not responsible for the Quality of any food products/alcohol ordered from the website.To order goods from Just Dial 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. Just Dial 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 land4. 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 Just Dial executive and in case you are placing an online order through Just Dial 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 Just Dial but the goods/products are delivered by advertiser listed with Just dial.
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 Just Dial 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 Just Dial in respect of the goods which are provided it to you by the Advertiser.8. Pricing
Just Dial 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 Just Dial 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 Just Dial IVR for processing any requests pertaining to cancellation or modification. The cancellation and modification request made by you to Just Dial 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.Just Dial 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 Just Dial will at no point of time be responsible for the accuracy or correctness of such information. Just Dial 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).Just Dial 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, Just Dial 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 Just Dial. Just Dial 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. Just Dial 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. JUST DIAL DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE PLATFORMS AND MATERIALS. JUST DIAL DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.JUST DIAL 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 NO12. DISCLAIMER for “Just Dial/JD Verified stamp,JD Trusted Stamp”, “Just Dial GUARANTEE” and “Just Dial’s Right”

“Just Dial/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 Just Dial. 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.

Just Dial strongly recommends to its users/callers to verify all relevant details of vendors/services prior to availing any products/services from them. Just Dial does not implicitly or explicitly endorse any product/s or services provided by the vendors/service providers.

The “Just Dial Guarantee” and “Just Dial’s Right” is a limited assurance offered by Just Dial that the name and contact information of the advertiser and the category in which the advertiser is listed by Just Dial, have been verified as existing and correct at the time of the advertiser’s application to register with Just Dial. Just Dial 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 Just Dial service across the following mediums i.e. through internet i.e www.placementskill.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 Just Dial.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 Just Dial does not confirm, does not acknowledge, or subscribe to the claims and representation made by the Advertiser/s listed with Just Dial. Further, Just Dial is not at all responsible for any act of Advertiser/s listed at Just Dial.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 Just Dial advertiser.16. Indemnity
You agree to indemnify Just Dial 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 Just Dial (via its advertiser), from your breach of this Policy, or from any such acts arising through your use of Just dial.com. These obligations will survive any termination of the Terms.17. Limitation of liability:
You acknowledge that Just Dial is provided “as is site” and that Just Dial 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 Just Dial, You are not relying on any statement or representation made by Just Dial which is not expressly contained in this Agreement.IN NO EVENT SHALL JUST DIAL 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 JUST DIAL 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. JUST DIAL 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:
Just Dial 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 POLICYYou hereby confirm and acknowledge that the contact details and other details provided by you to Just Dial will be used and forwarded by Just Dial to the respective advertiser for which call or enquiry has been made by you.20. General Instructions
Just Dial’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. Just Dial 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
Just Dial 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 Just Dial 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 Just Dial. 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.Infringement PolicyJust Dial portal contains the trademark, logos, trade name, service marks and other marks (collectively “Marks”) which are the intellectual property of Just Dial or their vendors or respective third parties. You understand that Just Dial uses the Marks of vendors and respective third parties procured from the owner and/or distribution channel. In doing so, Just Dial 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 Just Dial portal for infringing the intellectual property rights of third parties or of the rightful owner. Just Dial 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 Just Dial portal, which you believe is violating the intellectual property rights, please send an infringement initimation to Just Dial at infringement@placementskill.comJust Dial 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.How to report a listingIf you have a good faith belief that your IP right has been infringed by any of our sellers or anyone else on Just Dial’s portal , you may follow the below process and /or seek Legal advice.We require that the Intellectual Property right owner or authorized representative provide the following details and email to the aforementioned email id.The email should contain the below information.Identification or description of the Intellectual Property Rights that has been infringed.Unambiguous identification or description of where the material that you claim is infringing is located on Just Dial portal with adequate particulars. Product ID / website links of infringing products.Your address, telephone number, and email address.A statement by you, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.Brand/Trade Name (in case of Trademark infringement)Details of the intellectual property being infringed (Provide copyrighted images or trademark certificates as attachments)Details/documents of legal proceedings initiated against the entities (infringing the Intellectual Property rights of the owner)Grievance Redressal policy.:Just Dial 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.’ONE TAP’ PAYMENT FEATUREBy 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 ‘ONE TAP PAYMENT’ checkout saved card and clicking the “Make Payment” button.The One Tap feature may be divided in two parts:ONE TAP PAYMENT : When you enter your debit card/debit card details for the first time while making a payment, we will provide you an option to save such card details for one tap checkout. If you select the ‘one tap checkout’ option (currently name as One Tap Checkout), you understand and agree that we will save your card details in a manner compliant with our PCI DSS certification. The next time you make a payment using the Services, you will not be required to enter your saved card details.You can simply click on the saved card, while making a payment request and your payment instructions will be sent to the Payment System Providers for authentication, authorization and processing, the second part ‘auto-read OTP’ option is currently only available on our android mobile application.Auto-Read of One Time Password (“OTP”) : OTP is a one-time password, which is provided by your issuing bank in order to carry out the second factor authentication of your debit/credit card. If you register for our ‘One Tap’ feature, you understand that we will be able to retrieve your OTP from the message received on your mobile and populate and submit the OTP on the issuer’s page for second factor authentication of your debit/credit card. In order to avail the entire ‘One Tap’ feature, you may go to the payment page and save the card for One Tap Checkout.You understand that you have agreed to select the ‘One Tap’ feature in whole or in part at your own risk and for your convenience. You agree that we are only acting as your technology intermediary and eliminating the need for you to manually enter your card details or OTP. All information and instructions received from your Card will be deemed to have been authorized by you and we shall not be liable for any unauthorized use of your Cards or any unauthorized transactions made using the whole or any part of the ‘One Tap feature’. It is to be clarified that the ‘One Tap’ feature doesn’t avoid the two-factor authentication system, it only provides a technology platform which eliminates the need of manual typing of card details and OTP by you. We emphasize that we are not involved in the authentication, authorization and processing of you payment request and only facilitate you in sending such payment instruction to the Payment System Provider.In the event that your device (mobile, tablet, laptop, etc.) is stolen/lost or your suspect any unauthorized use of your debit/credit Card, please ensure you go to the payment page of placementskill App and de-activate the ‘One Tap’ feature immediately. You should also inform us of the same after de-activation at care@payumoney.com In the event that you have de-activated the ‘One Tap’ feature and informed PayU of the same and thereafter an unauthorized transaction is made, PayU will take responsibility for the same provided that you provide us with adequate information that the transaction was not made by you or any person that you know. PayU shall determine that legitimacy of the claim at our sole discretion.SOFTWARE LICENSE AGREEMENT1) THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is entered into between Just Dial Limited, having its registered Office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to as “Just Dial”, “Licensor”, “We”, “Our”), and Clients (hereinafter referred to as “Client”, “Licensee”, & “You”). Just Dial 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.2) 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.3) 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.4) 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 JUST DIAL. 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.5) RIGHT TO USE: Upon execution of this Agreement, You are granted right to use the software in accordance with the terms of this Agreement.6) 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.7) 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. Just Dial grants you the license to right to use the software only upon the receipt of license fees as determined by Just Dial 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. Just Dial 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 Just Dial as part of this agreement and may be subject to additional charges.8) LICENSE OF SOFTWARE PROGRAM: i) Just Dial grants you the license of JD Omni software program only upon receipt of license fee as determined by Just Dial, from time to time , in according to the terms of this Agreement. Just Dial 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.9) LICENSE FEES: i) In consideration of Just Dial providing the Software program as specified in this agreement, you shall make the payment of license 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) You agree to pay the license fee as per the features chosen by you and specified in invoice copy. You may opt to pay for the license 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). Just Dial 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 Just Dial. iii) Just Dial shall make best efforts to install & activate the software program from the date of receipt of the license fee into its bank account (subject to delay due to technical malfunctions). However Just Dial will not be liable in any manner for any delay in activating your contract. iv) In the event, if you fail to make any installments in time and as per the payment plan chosen by You, Just Dial may, in its sole discretion, suspend the software access until necessary payments are made by you. The right of Just Dial to suspend the Service shall be without prejudice to Just Dial’s right to terminate the agreement, without any further notification v) Just Dial shall be allowed to terminate the right to use the software to a particular licensor for non-payment of license fees, for non-compliance, with any applicable rules, regulations or agreements regarding the use of the site or with applicable laws or regulations, or to exercise other remedies allowed at law or in equity. Just Dial will notify you of any such instance including the name of licensor and reason for termination. vi) If any cheques are dishonored due to insufficient of funds, Just Dial may present the cheques before the banks as many times, 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) ISSUANCE OF INVOICE: Just Dial 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 )11) TAXES: Just Dial 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 Just Dial 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 Just Dial. The Taxes would include Service Tax & VAT ( Value Added Tax) or other taxes as applicable.12) REFUNDS POLICY: ALL license Fee paid by you to JUST DIAL 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.13) NON-PERFORMANCE AND DELAYS: Just Dial shall not be liable for any loss or damage resulting from non-performance by Just Dial 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 Just Dial.14) 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, Just Dial shall not be liable for any reason whatsoever.15) SERVICE/SUPPORT: a) Just Dial will use commercially reasonable efforts to make available Just Dial Support Center on Monday through Friday, during Just Dial’s normal business hours, excluding Just Dial’s scheduled holidays. Just Dial 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) Just Dial will have no obligation to provide Maintenance Services for any Software that are damaged, modified (by anyone other than Just Dial), incorporated into other software, or installed in any computing environment not supported by Just Dial 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 Just Dial’s reasonable control.16) TRANSFER OF SOFTWARE PROGRAM: This agreement is non-transferable or non-assignable by the Client without the prior written consent of Just Dial.17) THIRD PARTY CONSULTANT: Just Dial 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) LICENSE FEES CHANGE: Just Dial 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.19) 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 Just Dial. 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. Just Dial 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 Just Dial, 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 Just Dial/ 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 Just Dial services. x) You shall cooperate with Just Dial 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 Just Dial for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that Just Dial 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. Just Dial shall not be liable for any error in any VAT/any other tax rates in the services provide through JD Omni. xiv) Just Dial 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 (Just Dial) 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 Just Dial 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 Just Dial 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 Just Dial.20)DISCLAIMER OF WARRANTY: i) This software is available to you “as-is whereas basis.” You bear the risk of using it. Just Dial gives no express warranties, guarantees or conditions. Just Dial 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 Just Dial and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Just Dial shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Just Dial 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. Just Dial 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 Just Dial or through or from Just Dial shall create any warranty. Just Dial shall have no liability in this respect. ii) Just Dial’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.21) 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 JUST DIAL, NOR AGENTS OF JUST DIAL, 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 JUST DIAL OR ANY AGENT OF JUST DIAL 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 JUST DIAL, OR ANY AGENT OF JUST DIAL, 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.22) INDEMNITY: You shall defend, indemnify, and hold harmless Just Dial, 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 Just Dial (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 Just Dial.23) TERMINATION: i) The license granted hereunder shall continue subject to payment of license fees as prescribed by Just Dial, 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) Just Dial 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, Just Dial 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 Just Dial. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes Just Dial 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 Just Dial will be considered a material breach, Just Dial under such circumstances shall terminate the agreement without any further notice. iv) Upon termination of this agreement, Just Dial 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.24) 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 Just Dial’s services. Just Dial 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 Just Dial’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 Just Dial and/or any Client in any way. x) Your sending any promotional emails/sms to your consumers and Just Dial 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 Just Dial, without the permission of Just Dial. 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 Just Dial, 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. Just Dial shall have the right, but not the obligation, to remove the Content which is deemed, in Just Dial’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 Just Dial software; You may not disclose the results of any benchmarking of a Software program (whether or not the results were obtained with assistance from Just Dial) 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 Just Dial 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 Just Dial’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 Just Dial immediately upon demand damages suffered by Just Dial 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”25) THIRD PARTY SOFTWARE PROHIBITED: You are strictly prohibited from installing any third party software on our program without the express written authorization of Just Dial. In the event that you install third party software on Just Dial’s servers without the express written authorization of Just Dial, Just Dial at its discretion shall have the right to terminate the Services without any notice.26) CONTENT OWNERSHIP: i) All contents stored by you shall at all times remain the property of yours. You grant to Just Dial nonexclusive, world-wide license to the content for the purposes of analytics and reporting or any other related purposes. ii) Just Dial uses the information it collects through the JD OMNI to upgrade or secure its Services. Additionally, you agree that Just Dial may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Just Dial 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 Just Dial’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 Just Dial Materials or attempt to discover source code or other information concerning Just Dial 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 Just Dial’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Just Dial software program and plans for the Website ii) Specifications of Just Dial’s software program and any future development plans iii) Concepts relating to Just Dial software program not disclosed from the operation of the Website iv) Trade secrets of Just Dial 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 Just Dial so as to enable Just Dial to seek a protective order or other appropriate remedy. You will return all the confidential information to Just Dial 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 Just Dial receives a validly issued administrative or judicial order, notice, warrant or other process that requires Just Dial 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) 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.30) CENSORSHIP: Just Dial will exercise no control whatsoever over the content of the information passing through the network, email or website.31) AUDIT AND COMPLIANCE: Just Dial 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 Just Dial (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Just Dial 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 Just Dial has a good-faith basis for believing that more frequent audits are warranted. Just Dial 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 Just Dial for these costs, in addition to other damages.32) INTELLECTUAL PROPERTY RIGHTS: This Software is owned by Just Dial 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 Just Dial, including any trademarks, trade names, logos etc. ii) Just Dial 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, Just Dial 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 Just Dial, Clients hereby grants Just Dial 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.33) MISCELLANEOUS: i) No Guarantee of Business: Just Dial does not guarantee that by installing and using of this software, your business/profit will increase. ii) No Marketing: Just Dial is not obliged and does not promote you business. Just Dial’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 Just Dial and the Clients, or any of them, with respect to the subject matter hereof. v) Amendment – Just Dial 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 Just Dial 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: Just Dial 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 Just Dial 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 Just Dial 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@placementskill.com” or call on our hotline No. 8888888888.Hosting Services AgreementThis Hosting Services Agreement (hereinafter referred to “Agreement”) is by and between Just Dial Limited having its registered office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to “Just Dial”, “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 just dial 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 Just Dial services in compliance with all regulations, laws and terms applicable to Client, including those of Just Dial 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) Just Dial is responsible to implement Hosting Servers corresponding to the description of the Hosting services provided to the Client. Just Dial 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 Just Dial’s sole discretion. Just Dial is not responsible for the security or proper function of software installed by Client, even if they are installed with Just Dial tools.4) HOSTING: Just Dial agrees to host and maintain your website on its server(s), as outlined in this Agreement. Just Dial on best effort basis will take all reasonable precautions to implement data backup services on the data stored in your websites. Just Dial agrees to monitor hosting services and make sites available to Internet users. However, Just Dial 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. Just Dial may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by Just Dial from time to time. Just Dial 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 Just Dial 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. Just Dial 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). Just Dial 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 Just Dial.
In the event, if you fail to make any payment in time and as per the payment plan chosen by You, Just Dial may, in its sole discretion, suspend your services until necessary payments are made by you. The right of Just Dial to suspend the Service shall be without prejudice to Just Dial’s right to terminate the agreement, without any further notification.
Just Dial 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. Just Dial will notify you of any such instance including the name and reason for termination.
If any cheques are dishonored due to insufficient of funds, Just Dial 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: Just Dial will provide support related to problems with the Hosting functions of its Servers (at the discretion of Just Dial) 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: Just Dial 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 placementskill 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: Just Dial 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 Just Dial should be made using Just Dial’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 Just Dial 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 Just Dial account. Just Dial will implement without further notification.15) REFUSAL OF SERVICE:Just Dial reserves the right to refuse or cancel service at Just Dial’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 Just Dial in a reasonable way, which doesn’t disadvantage other clients of Just Dial. Just Dial 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 Just Dial. 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. Just Dial 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 Just Dial, 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 Just Dial/ 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 Just Dial products and services. x) You shall cooperate with Just Dial 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 Just Dial 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 Just Dial’s services. Just Dial 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 Just Dial’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 Just Dial and/or any Client in any way. x) Just Dial 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 Just Dial, without the permission of Just Dial. 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 Just Dial, 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. Just Dial shall have the right, but not the obligation, to remove the Content which is deemed, in Just Dial’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 Just Dial. In the event that you install third party software on Just Dial’s servers without the express written authorization of Just Dial, Just Dial 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 Just Dial’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 Just Dial immediately upon demand damages suffered by Just Dial 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 Just Dial without assigning any reasons. Just Dial 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 Just Dial, upon your linking in the illegal, unlawful and prohibited activities prescribed under this agreement. iv) Upon termination of this agreement, Just Dial 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) Just Dial 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 Just Dial. In case of disputes regarding authority over domain names, Just Dial will follow industry standard practice of giving ultimate authority to the domain name registrant. Just Dial 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 Just Dial. ii) All contents stored by you shall at all times remain the property of yours. You grant to Just Dial non-exclusive, world-wide licence to the content only to the extent necessary for Just Dial to host the website. Just Dial 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 Just Dial may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Just Dial and its affiliates.24) INDEMNITY: i) Client is solely responsible for the content stored in his folders on Just Dial’s Servers and agrees that it shall defend,indemnify, save and hold Just Dial harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against Just Dial, 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 Just Dial 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 Just Dial 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 Just Dial, 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 Just Dial (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 Just Dial.25) DISCLAIMER OF WARRANTY: i) The service is available to you “as-is whereas basis.” You bear the risk of using it. Just Dial gives no express warranties, guarantees or conditions. Just Dial 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 Just Dial and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Just Dial shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Just Dial 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. Just Dial 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 Just Dial or through or from Just Dial shall create any warranty. Just Dial shall have no liability in this respect. Just Dial’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) Just Dial’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 Just Dial 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 Just Dial 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 Just Dial 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) Just Dial’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 Just Dial while availing Just Dial’s service under this agreement. iii) Just Dial will not in any case be liable for any Special, incidental, consequential, indirect or punitive damages even if Just Dial has been advised of the possibility of such damages. Just Dial 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 Just Dial business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Just Dial services and plans for the Website ii) Specifications of Just Dial services and any future development plans iii) Concepts relating to Just Dial service not disclosed from the operation of the Website iv) Trade secrets of Just Dial 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 Just Dial so as to enable Just Dial to seek a protective order or other appropriate remedy. You will return all the confidential information to Just Dial 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 Just Dial receives a validly issued administrative or judicial order, notice, warrant or other process that requires Just Dial 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:Just Dial 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 Just Dial 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 Just Dial 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 Just Dial’s technical operations and legal compliance. This authorization does not imply that Just Dial must make or keep such backups, archives and logs. In case of suspected unauthorized use, or complaint, Just Dial 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 Just Dial 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 Just Dial, including any trademarks, trade names, logos etc. ii) Just Dial 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, Just Dial 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 Just Dial’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 Just Dial Materials or attempt to discover source code or other information concerning Just Dial 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 Just Dial 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.SOFTWARE LICENSE AND HOSTING AGREEMENTTHIS SOFTWARE LICENSE & HOSTING SERVICE AGREEMENT (the “Agreement”) is entered into between Just Dial Limited, having its registered Office at 501 / B, Palm Court Complex, New Link Road, Malad (W), Mumbai 400 064 (hereinafter referred to as “Just Dial”, “Licensor”, “We”, “Our”), and Clients (hereinafter referred to as “Client”, “Licensee”, & “You”). Just Dial 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 Just Dial’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 JUST DIAL. 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 Just Dial 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. Just Dial grants you the license to right to use the software only upon the receipt of license fees as determined by Just Dial 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. Just Dial 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) Just Dial may use commercially reasonable efforts to provide corrections to Software error. Any other upgrades or enhancements to the Software are not made available by Just Dial as part of this agreement and may be subject to additional charges.7) LICENSE OF JD OMNI SOFTWARE PROGRAM:i) Just Dial grants you the license of JD Omni software program only upon receipt of license fee as determined by Just Dial, from time to time , in according to the terms of this Agreement.8) FEES: i) In consideration of Just Dial 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) Just Dial 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 Just Dial 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). Just Dial 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 Just Dial. v) In the event, if you fail to make any installments in time and as per the payment plan chosen by You, Just Dial may, in its sole discretion, suspend the services until necessary payments are made by you. The right of Just Dial to suspend the Service shall be without prejudice to Just Dial’s right to terminate the agreement, without any further notification vi) Just Dial 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. Just Dial 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, Just Dial 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: Just Dial 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: Just Dial 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 Just Dial 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 Just Dial. The Taxes would include Service Tax & VAT ( Value Added Tax) or other taxes as applicable.11) HOSTING SERVICE: Just Dial agrees to host and maintain your website on its server(s), as outlined in this Agreement. Just Dial will take all reasonable precautions to implement data backup services on the data stored in your websites. Just Dial agrees to monitor hosting services and make sites available to Internet users. However, Just Dial 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. Just Dial may help you in obtaining the domain names and Internet Protocol address and maintaining the same at additional cost decided by Just Dial from time to time. Just Dial 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. Just Dial 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. Just Dial 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 Just Dial 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) Just Dial will use commercially reasonable efforts to make available Just Dial Support Center on Monday through Friday, during Just Dial’s normal business hours, excluding Just Dial’s scheduled holidays. Just Dial 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) Just Dial will have no obligation to provide Maintenance Services for any Software that are damaged, modified (by anyone other than Just Dial), incorporated into other software, or installed in any computing environment not supported by Just Dial 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 Just Dial’s reasonable control.13) REFUNDS POLICY: All fees paid by you to Just Dial 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: Just Dial shall not be liable for any loss or damage resulting from non-performance by Just Dial 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 Just Dial.15) THIRD PARTY CONSULTANT: Just Dial 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 Just Dial.17) FEES CHANGE: Just Dial 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 Just Dial. 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. Just Dial 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 Just Dial, 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 Just Dial/ 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 Just Dial services. x) You shall cooperate with Just Dial 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 Just Dial for the performance of the Services or otherwise included in the Website is the sole and exclusive responsibility of yours and that Just Dial 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. Just Dial shall not be liable for any error in any VAT/any other tax rates in the services provide through JD Omni. xiv) Just Dial 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 (Just Dial) 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 Just Dial 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 Just Dial from time to time.
You acknowledge that you are not acquiring title to or any interest in any Just Dial 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 Just Dial.19) DISCLAIMER OF WARRANTY: i) This Product and Service is available to you “as-is whereas basis.” You bear the risk of using it. Just Dial gives no express warranties, guarantees or conditions. Just Dial 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 Just Dial and its business partners disclaim all warranties including but not limited to express or implied, written or oral. Just Dial shall not be responsible or liable if any unauthorized person hacks into or gains access to your website. In addition Just Dial 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. Just Dial 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 Just Dial or through or from Just Dial shall create any warranty. Just Dial shall have no liability in this respect. ii) Just Dial’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 JUST DIAL, NOR AGENTS OF JUST DIAL, 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 JUST DIAL OR ANY AGENT OF JUST DIAL 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 JUST DIAL, OR ANY AGENT OF JUST DIAL, 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 Just Dial, 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 Just Dial (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 Just Dial.22) TERMINATION: i) The right to use our Product and Service hereunder shall continue subject to payment of fees as prescribed by Just Dial, time to time or unless and until terminated pursuant to Clause (ii) hereof and subject to your proper performance of its obligations hereunder. ii) Just Dial 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, Just Dial 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 Just Dial. iii) You agree that any breach of one or more provisions of this Agreement that threatens to, or causes Just Dial 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 Just Dial will be considered a material breach Just Dial Under such circumstances shall terminate the agreement without any further notice . iv) Upon termination of this agreement, Just Dial 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 Just Dial’s services. Just Dial 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 Just Dial’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 Just Dial and/or any Client in any way. x) Your sending any promotional emails/sms to your consumers and Just Dial 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 Just Dial, without the permission of Just Dial. 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 Just Dial, 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. Just Dial shall have the right, but not the obligation, to remove the Content which is deemed, in Just Dial’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 Just Dial. In the event that you install third party software on Just Dial’s servers without the express written authorization of Just Dial, Just Dial 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 Just Dial software; You may not disclose the results of any benchmarking of a Software program (whether or not the results were obtained with assistance from Just Dial) 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 Just Dial 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 Just Dial. In the event that you install third party software on Just Dial’s servers without the express written authorization of Just Dial, Just Dial 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 Just Dial’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 Just Dial immediately upon demand damages suffered by Just Dial 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) Just Dial 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 Just Dial. In case of disputes regarding authority over domain names, Just Dial will follow industry standard practice of giving ultimate authority to the domain name registrant. Just Dial 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 Just Dial. ii) All contents stored by you shall at all times remain the property of yours. You grant to Just Dial non-exclusive, world-wide licence to the content only to the extent necessary for Just Dial to host the website. Just Dial 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 Just Dial may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of Just Dial 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 Just Dial’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 Just Dial Materials or attempt to discover source code or other information concerning Just Dial 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 Just Dial’s business (“Confidential Information”) in the course hereof. Confidential Information shall include; i) Just Dial software program and plans for the Website ii) Specifications of Just Dial’s software program and any future development plans iii) Concepts relating to Just Dial software program not disclosed from the operation of the Website iv) Trade secrets of Just Dial 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 Just Dial so as to enable Just Dial to seek a protective order or other appropriate remedy. You will return all the confidential information to Just Dial 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 Just Dial receives a validly issued administrative or judicial order, notice, warrant or other process that requires Just Dial 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: Just Dial 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 Just Dial 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 Just Dial 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 Just Dial’s technical operations and legal compliance. This authorization does not imply that Just Dial must make or keep such backups, archives and logs. In case of suspected unauthorized use, or complaint, Just Dial 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:Just Dial will exercise no control whatsoever over the content of the information passing through the network, email or website.30) AUDIT AND COMPLIANCE: Just Dial 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 Just Dial (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Just Dial 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 Just Dial has a good-faith basis for believing that more frequent audits are warranted. Just Dial 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 Just Dial for these costs, in addition to other Damages.31) INTELLECTUAL PROPERTY RIGHTS: This Software is owned by Just Dial 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 Just Dial, including any trademarks, trade names, logos etc. ii) Just Dial 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, Just Dial 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: Just Dial does not guarantee that by installing and using of this software, your business/profit will increase. ii) No Marketing: Just Dial is not obliged and does not promote you business. Just Dial’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 Just Dial and the Clients, or any of them, with respect to the subject matter hereof. v) Amendment – Just Dial 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 Just Dial 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: Just Dial 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 Just Dial 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 Just Dial 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.TERMS OF SERVICE (JD PAY Receiver)JD PAY TERMS OF SERVICEare a legally binding agreement between Merchant (hereinafter referred to as “You”), and Just Dial Limited (hereinafter referred to as “Just Dial”), and apply to your use of JD PAY Services. Just Dial 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.placementskill.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 Just Dial, 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:JD Pay Services: Just Dial provides JD Pay Services to Merchants to facilitate receipt of payment for goods or services, which may include, but are not limited to, receipt of online payment by debit/credit card, QR Code payment, and/or via email or text message, as well as by other means developed by Just Dial from time to time.Authorization: shall mean the process by which Payment Gateway Service Provider, Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer. It is agreed that the payment transaction made by Consumer would be considered received and confirmed only after the successful confirmation/acknowledgement from the Payment Gateway Service Provider.Customer: shall mean person who is intending to purchase goods and services and willing to make the online payment to Merchant.Proof of Delivery: shall mean the customer acknowledges to Merchant an electronically generated/physical acknowledgement, return receipt, message, etc. for the receipt of the goods or services.Services: means JD Pay services provided by Services Provider to Merchant under the terms of this Agreement.Transaction: means dealing between the Merchant and the customer regarding purchase of any goods, item or service offered by the Merchant and its payment vide JD Pay Services.Customer Data: Data (identifying number, location and all other data as may be collected by, or available with Merchant in connection with or related to such Persons) relating to the Customers who used and/or attempted purchase products/services form Merchant.Financial Institution Partners: shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007.Financial Institution Partners Services: shall mean the payment gateway system and services provided by the Acquiring Banks such as to (i) route internet based Valid Card transactions; (ii) offer various facilities through the internet, including Net Banking facilities; (iii) provide Authentication and Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the customers.Card Association(s): shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by us from time to time.Card Association Rules: shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card AssociationMerchant Bank Account: shall mean the bank account maintained and nominated by you for settlement of your Settlement Amount.Settlement Amount: shall mean Customer Charge minus the TDR and any other charges/fees payable by you to Just Dial under this Agreement.Chargeback: shall mean reversal of the value of the Customer Charge with respect to any Transaction, inter alia, on account of (i) alleged forgery of the card number /bank account or other details (ii) any charge/debit made on a card that has been listed as a hot listed card or otherwise listed on the Card association warning bulletins (iii) duplicate processing of the transaction; or (iv) for other reasons as per applicable rules and guidelines issued by RBI, Card Associations, Acquiring Banks and Issuing Institutions. In addition, it shall include any debit to Just Dial bank account to recover the value of the Customer Charge in the event that you have insufficient funds and/or you fail to pay for the same.Proof of Delivery: shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer.2. INTRODUCTIONJust Dial offers a JD Pay Services that, amongst other things, allows users (i) to make a payment via payment gateway links which shall be sent on their email/sms; (ii) scan QR Codes placed on invoices, web pages, emails, posters or other media produced by the Merchant to enable the Users to quickly and easily (i) register with and/or log in to the Merchant’s website; and/or (ii) make payments to the Merchant.The Merchant for the purposes of JD pay services is required to register with Just Dial to be able to receive the Services. The Merchant may not receive the Services (including processing any Transactions) until it has been so authorised by Just Dial. By clicking on the check box Merchant agrees that it has read and understood this Terms of Service.3. SCOPE OF SERVICES:The Merchant is desirous of availing JD Pay Services in order to accept the payments online from Customers for Services / Products purchased by them (Customers) from the Merchant or its agents.Just Dial hereby grants Merchant a right to access and use the JD Pay Services and to utilize systems, and/or communication links furnished by Just Dial in accordance with this Terms of Service and any other implementation and use requirements provided to Merchant by Just Dial from time-to-time.Merchant shall not misuse, rent, lease, assign, or otherwise transfer the JD Pay services to any other Person. Merchant may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the JD Pay services/System. All rights, title and interest to the JD Pay services are owned exclusively by Just Dial.Just Dial shall perform the Services with reasonable skill and care.4. ELIGIBILITY :While using JD Pay Service, you represent and confirm that:You are 18 (eighteen) years of age or older;You are Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;You are not ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1972; andYou are entering into and performing this Agreement, as per applicable law and are not a person debarred from using the JD Pay Service under the laws of India or other applicable laws.JD Pay Service can only be used in India. You acknowledge that Just Dial Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.5. OUR RELATIONSHIP WITH MERCHANT :Just Dial facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the Just Dial Site or through Just Dial’s IVR System, using Valid Cards, Net Banking and various other acceptable modes of Payment Mechanism provided by Just Dial.JD Pay is a software application. Just Dial will act as an intermediary, by creating a link between the Merchant and the respective Financial Institution by means of the Software Application and Just Dial site, for enabling the Customers to make payment for the Transactions carried, using JD Pay Service. In order to serve in this role, we have entered into agreements with Financial Institution and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to (i) route internet based Valid Card Transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Buyers.These Transactions are between you and your Customers and we are only acting as an intermediary. We are not (i) a payment System Provider as defined under the Payment and Settlement Systems Act, 2007,(ii) a banking company as defined under the Banking Regulation Act, 1949 or (iii) a non-banking financial company as defined by the Reserve Bank of India Act, 1938.The relationship between Just Dial and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.Just Dial has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. Just Dial shall provide JD Pay Services to you, as an independent entity and under the terms and conditions of this Agreement. Just Dial has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither Just Dial nor the Financial Institution or anybody connected to Just Dial or Financial Institution shall have any responsibility or liability towards the Customers and you shall keep Just Dial and Financial Institution fully indemnified for all times to come in this respect.Just Dial is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by Just Dial.6. OBLIGATIONS OF JUST DIAL:In providing the Services, the Just Dial is acting as an Intermediary between the Merchant and Customers/Users. The contract for the sale of goods or services will be between the Customers/Users and the Merchant. The Merchant shall be solely responsible for all customer service issues relating to its supply of goods or services (including pricing, rebates, item information, availability, technical support, functionality, warranties, guarantees, order fulfilment, shipping, handling, order cancellation, returns, refund, adjustments, feedback and product or service complaints). In performing customer service, the Merchant shall present itself to its customers Just Dial Provider. It is the responsibility of the Merchant and not the Just Dial to resolve any dispute or claim raised by Customers/Users relating to the purchase or sale of goods or services from the Merchant.In case of an unauthorized Refund or a Refund that was incorrectly executed due to an error by Just Dial, Just Dial shall at the Merchant’s request immediately credit to the Merchant Account the refunded amount including all related Service Fees deducted therefrom. The Just Dial shall not be liable, where the unauthorized Refund arises from: (a) the Merchant’s failure to keep the personalized security features of the Merchant’s Account safe in accordance security policies prescribed under the law time being in force; or (b) any breach of this Agreement by the Merchant, or the Merchant ‘s negligence or willful misconduct; (c) if the Merchant fails to notify the Just Dial of any loss of the Merchant’s Password or other event that could reasonably be expected to have compromised the security of the Merchant Account after the Merchant has gained knowledge of such event; or (d) the Merchant fails to dispute and bring the unauthorized or incorrectly executed transaction to the Just Dial’s attention within 24 (Twenty Four) Hours from the time/date of the transaction.Just Dial is obligated to perform only those duties expressly described in this Agreement. Just Dial shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact , except for as expressly provided for herein.Just Dial shall maintain daily transaction record for accounting purpose and data and information generated/maintained by Just Dial under this agreement shall prevail and be binding on the parties.Just Dial hereby agrees that the payment identification number generated by Just Dial shall be the proof of payment made by Just Dial to Merchant.7. OBLIGATION OF THE MERCHANTMerchant shall be responsible for working with the Just Dial development team to make sure JD Pay Services are available subject to pre notified downtime of the system.Merchant will designate an Account to which all amounts due pursuant to JD Pay Services will be credited as per its terms and Conditions. Merchant shall be responsible for providing its accurate bank details to Just Dial. Just Dial shall not credit amounts due pursuant to JD Pay Services to the Merchant’s Account, until or unless Merchant shall not settle all disputes relating to payment or chargeback etc..Merchant hereby expressly authorizes Just dial to initiate credit entries to Merchant’s Account for payment of amounts due to Merchant as per record and entries available with Just Dial, and to debit Merchant’s Account (for commission, payment gateway charges or any other charges) from time to time.Merchant hereby confirms to provide relevant information to Just Dial and to comply with applicable laws and industry rules or standards or as otherwise reasonably necessary to receive JD Pay services from Just Dial. m Merchant shall be required to submit the KYC documents as sought by the Just Dial from time to time or in compliance to statutory obligation for the purposes of availing services under this agreement.Merchant agrees to maintain Transaction records and retain proof of delivery of services from the customers for up to two (2) years from Transaction date and to make these records available to Just Dial upon request.The Merchant shall not offer to its Customer any Product or Services, which are illegal or offensive or banned as per the list provided in Annexure ‘A’ and/or is not in compliance with applicable laws, and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products or Specified Purpose Services. The Merchant agrees and understands that Just Dial reserves the right to suspend payments to the Merchant or suspend the services of the Merchant, until such time that the Merchant does not discontinue selling such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes or does not conform with all applicable laws and regulations in force from time to time. In addition, Just Dial reserves the right to terminate this Agreement forthwith, in the event that the Merchant continues to sell such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes.Merchant acknowledges that with respect to Transactions, Just Dial will be acting as the payment facilitator to the Merchant.Merchant for any support or disputes can email at jdpaydisputes@placementskill.com, with brief details of the support required or call on our hotline No. 8888888888.Merchant shall not cause to be done any act/representation/omissions which results to loss of goodwill and damage to the reputation of Just Dial and vice versa.Merchant or any person on behalf of Merchant 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, Money Laundering Law, Sales of Goods Act, Legal Metrology Act and any other law for the time being in force, and shall not do, or omit to do, any act that will cause Just Dial to be in breach of any such applicable law. If Merchant breaches the obligations, it shall indemnify Just Dial against any costs claims and liabilities arising as a result of the breach.Merchant shall take all such precautions and security measures to ensure that there is no breach of security and the integrity of the link and they have a proper encryption and robust security measures to prevent any hacking into the information of the customers and other data pertaining to customer/Just dial. Merchant should have to do the following: use anti vires, protect the Password and Login ID, restrain from using Unlicensed or unmanaged applications, restrain from using third party links, and protect its devices and the data from unauthorized access etc.. In the event of any loss being caused as a result of the link being breached due to fraud, negligence and misconduct of the Merchant and any person on it’s behalf, the Merchant shall indemnify and keep indemnified Just Dial, from any loss as may be caused to it.Merchant shall provide such assistance for the prevention and detection of fraud in respect of any transaction as Just Dial may from time to time request.In the transaction between the Merchant and the Customers, Just Dial shall not be responsible for any defect in goods/services sold/provided by the Merchant. Just Dial shall not be deemed to be a party in respect of any such Transaction. Any and all disputes, subject to the other provisions of this Agreement, between the customers and Merchant in respect of any goods/services sold/provided by Merchant shall not require Just Dial to be a party to any such dispute except where the dispute between Just Dial and the Customer has arisen by the acts and omission of Just Dial.Merchant agrees that it shall provide to Just Dial the Customer Data relating to the Customers as defined under this agreement.The Merchant shall only accept Payments from and/or make Refunds to Customers/Users in connection with goods and/or services which the Merchant has sold and supplied to those Customers/Users;The Merchant shall only accept Payments and/or make Refunds in respect of goods and services the sale and supply of which commonly falls within the Merchant’s business as identified to the Just DialThe Merchant shall only accept payments and submit data to Just Dial in respect of Transactions which Customers/Users have authorized in accordance with Applicable Law, the Agreement and any other information or instructions provided by Just Dial to the Merchant from time to time.The Merchant shall cooperate with the Just Dial and provide all information as the Just Dial shall reasonably require enabling it to provide the JD PAY Services;Merchant shall display the QR Code at significant location where it is easily visible to customers.The Merchant shall also be responsible for informing, updating the customer’s about the cancellation and refund policy and Just Dial shall not be responsible for the same in any manner.The Just dial shall have no liability for any failure to provide or delay in providing the Services in accordance with the terms of this Agreement to the extent such failure or delay results from the failure of the Merchant to comply with terms or the Merchant has otherwise caused or contributed to the failure (by act or omission).Unless otherwise agreed by the Just Dial in writing, the Merchant acknowledges and agrees that it shall (at its own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable the Merchant to receive the Services.Merchant will comply, at its own expense, with all laws, policies, guidelines, regulations, ordinances, rules, and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, terms of issuing Banks or/and terms of the Payment Gateway Provider. Just Dial reserves the right to amend, modify or change the Services documentation at any time. Merchant shall not use the Services in any manner, or in furtherance of any activity that may cause Just Dial to be subject to investigation, prosecution, or legal action.Merchant will comply, and will cause its employees, agents and sub-contractors to comply, with Data Protection Legislation in connection with the performance of its obligations under this Agreement. You are responsible for keeping your Account login information, password, and PIN secure.Your use of third party products and services shall be governed by and subject to separate third party product, service, software and/or license agreements. Just Dial shall not be a party to such third party agreements and does not warrant or guarantee any third party product or service.Merchant shall provide the correct personally identifiable information of its customers/end users including but not limited to name, address, contact no. etc to Just Dial in all respects. Just Dial shall not be responsible, for any loss, or damages, causes either to Merchant and/ or customers/end users, in any manner whatsoever, due to the incorrect/false personally identifiable information of customers/end users, provided by the Merchant and the Merchant shall not claim or challenge for the same.If you link a bank account with JD Pay, the bank must be a registered with RBI. When you make a payment that is funded by your bank, you are authorizing Just Dial and our Financial Institution Partners to initiate an electronic transfer from your linked bank in the amount you specify. You are solely responsible for complying with any terms set by your bank with respect to your bank account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you are entitled to a Reversal, refund, or other adjustment associated with a payment you made using the JD Pay Services, you also authorize Just Dial to credit your linked bank account to complete that transaction.You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using JD Pay.In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses.You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards.You shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products, which are offered by you.You hereby agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and JD Pay Services provided under this Agreement.In the event that you opt for JD Pay Services, you agree and understand that you and your Customers shall be bound by the terms and conditions at www.placementskill.com/terms.You shall ensure that you and all your Customers comply with the terms and conditions.You will not engage in any activity, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Just Dial or Financial Institution Partners.You shall ensure to keep confidential, all information submitted by the Customers to you. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time.You shall in writing inform Just Dial of all changes in its constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory.You shall not engage in activities that harm the business and/or brand of Just Dial, the Financial Institutional Partners.You shall be responsible to resolve all customer disputes and provide whatever assistance necessary to assist the Financial Institutional Partners and Just Dial deal with all Customer disputes at its own cost.You authorize Just Dial to share Transaction data and Customer information with the respective Financial Institutional Partners.You agree that Just Dial reserves a right to suspend the payment and/or JD Pay Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.You agree that Just Dial shall not be responsible for any incorrect information provided by Merchant and the transaction thereof.Merchant shall immediately inform Just Dial incase of any theft or lost of its instruments /mobile devices etc used for the JD Pay services. Merchant agrees that Just Dial shall not be responsible in the event merchants fails to inform about such lost/theft of instruments /mobile devices etc.You acknowledge and confirm that while accepting the payment using JD Pay, you shall not demand any Customer (Cardholder) to pay any surcharge, to pay any part of the discount, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the transaction in which a JD Pay is used. If at any stage it is brought to the notice of placementskill / Bank that such a charge is being levied by you, then services will be immediately terminated by Just Dial or the Bank.8. DORMANT ACCOUNTSIf there is no activity in your Just Dial Account (including access or payment transactions) for a period of one (1) year, we may close your Just Dial Account.9. PRIVACYYour privacy is very important to us. Your accounts details in as much as the services under this terms of services are safe and secure with us.By using our Service, you may receive information about Customers. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Customer.10. OBLIGATIONS TOWARDS FINANCIAL INSTITUTION PARTNERSAs you will be using the JD Pay Service, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Financial Institution Partners from time to time. The Financial Institution Partners may also put limitations and restrictions on you, at its sole discretion. In addition, the Financial Institution Partner has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Financial Institution Partners Rules form a part of this Agreement. In the event that your non-compliance of Financial Institution Partners Rules, results in any fines, penalties or other amounts being levied on or demanded of Just Dial by an Financial Institution Partners, then without prejudice to Just Dial’s other rights hereunder, you shall forthwith indemnify Just Dial in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Financial Institution Partners, Just Dial may suspend settlement or suspend/terminate the JD Pay Services forthwith.11. CONNECTIVITY AND INTEGRITY OF HOTLINK:You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the JD Pay Service.You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the JD Pay Service.You shall take all such precautions and measures as may be directed by Just Dial from time to time to ensure that there is no breach of security and the integrity of the link. You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, you shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to you, Just Dial or Financial Institution Partner as a result of the Hotlink being breached due to improper security on part of you, your employees, contractors, agents, etc, shall be borne solely by you and you agree to indemnify, defend and hold harmless Just Dial and the Financial Institution Partner from any claims, actions, damages or losses arising out or in relation thereto.Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by Just Dial check the integrity of the Hotlink and provide such reports from time to time.12. PUBLICITY:Merchant hereby agrees and confirms to include the name and logo of Just Dial/JD Pay Services in all of their advertisement / promotional material upon taking written consent from Just Dial in writing.13. REPRESENTATION, COVENANTS AND WARRANTIES OF MERCHANT:Merchant has all the necessary licenses, permissions, approvals, rights and is fully authorized to sell the products/services to customers;Merchant has full corporate power and authority to execute, deliver and perform this Agreement;Merchant has obtained all licenses, clearances, permissions, approvals or consents from any third party or any regulatory or government body which are required by applicable law or regulations, to execute the business/services of this Agreement.Merchant confirms that, the execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any contract, agreement, arrangement or understanding, entered into by it with any third party, or any IPR of any third party;Merchant confirms that the execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby does not violate any statute, regulation, rule, order, decree, injunction or other restriction of any governmental agency or Court or any regulatory authority to which it is subject or any of the provisions of its’ constitutional documents;Merchant shall post its refund/cancellation policy on its Website and shall ensure that its Customers are bound by the refund/cancellation policy. Merchant agrees to put up such notices, disclaimers or warranties as may be required under the law and/or by JD.Merchant hereby agrees that Just Dial does not verify the identity of Users of the Service and that the information provided to Merchant is the information received from the User/customer which has not been independently verified by Just Dial.Merchant shall solve/reply all issues and queries pertaining to customers complaints to their satisfaction including the issues relating to the refund amount of cancelled transactions within 24 (Twenty Four) hours failing which Just Dial shall be entitled to debit the amount of such cancelled transaction from Merchant’s account without any further communication to Merchant.In consideration of Just Dial providing the services as provided under this agreement, Merchant shall at all times use the logo of Just Dial / JD Pay services in all their promotional material and in their advertisement after taking the written consent from Just Dial.14.FEES/CHARGES:In consideration for JD Pay Service, you shall pay Transaction Discount Rate (“TDR”). The TDR shall be deducted by Just Dial from the Customer Charge payable to you in respect of each completed Transaction. Just Dial reserves the right to revise the TDR periodically, and Just Dial will intimate you of any such change within reasonable time.In consideration for JD Pay Service, you shall pay Transaction Discount Rate (“TDR”). The TDR shall be deducted by Just Dial from the Customer Charge payable to you in respect of each completed Transaction. Just Dial reserves the right to revise the TDR periodically, and Just Dial will intimate you of any such change within reasonable time.15. PAYMENT & SETTLEMENT TERMS:The JD Pay Services may enable the Merchant to receive immediate Payments from Users who authorize and initiate those Payments via payment gateway links or QR Code. When a User initiates a Payment, the Just Dial will process the Payment. Provided that the issuing bank authorizes the payment, Just Dial will credit the Merchant Account for the amount of the Payment less any applicable Fees. If the Merchant does not receive the payment, the Merchant shall immediately contact the Just Dial.Merchant is solely responsible for payment reconciliation of Transaction history with its actual Transactions. However, if Merchant find’s any discrepancy during reconciliation, Merchant agrees to notify Just Dial and Just Dial will promptly investigate and attempt to resolve any reported discrepancies. In the event of any dispute in the reconciliation/Invoice, Just Dial shall have a right to review and verify, the information provided by Merchant under this Clause based on the data and information available with Just Dial. It is hereby expressly agreed between Parties that in case of any discrepancy, the data and information generated by Just Dial shall prevail and be binding upon the Parties and the merchant shall not challenge the same in any manner whatsoever.Just Dial may suspend the processing of any Transaction / stop the payment to Merchant where Just Dial reasonably believes that the Transaction may be fraudulent or involves any criminal activity, until the satisfactory completion of the Just Dial’s ‘s investigation or that of any third party under Applicable Law. Just Dial may also initiate a Refund if a Payment is reversed by a court, regulatory authority or other third party acting in accordance with Applicable Law, (b) Just Dial , in its sole and absolute discretion, accepts or has reason to believe that a Payment was not authorized by the relevant User, or (c) a Payment is allegedly fraudulent, unlawful, suspicious, or in breach of this Agreement. In circumstances where the Merchant agrees to refund all or part of a Payment in connection with a purchase made by a User, the Merchant must initiate a Refund to that User.Just Dial may refuse to execute a Refund if it does not meet the conditions in this Agreement or is prohibited by law. If Just Dial does refuse to execute a Refund, within the time for processing the Refund, it will notify the Merchant (unless prohibited by law) of the refusal and, if possible, the reasons for it and the procedure for correcting any factual mistakes that led to the refusal. Any Refund that is refused will not be deemed to have been received for purposes of execution times and liability for non-execution or defective execution. In order to reclaim an unauthorized or incorrectly executed Refund on the Merchant Account, the Merchant must notify Just Dial without undue delay after becoming aware of the unauthorized or incorrect Refund and in any event no later than 7( Seven) days after the debit date of the RefundIt is acknowledged and confirmed by Merchant that Just Dial may in future charge the commission percentage by notifying to Merchant.In the event of termination of this agreement, Merchant undertakes and confirms to pay all amounts of money that are due and payable to Just Dial within Two (2) days of termination of this Agreement. Merchant shall at all times be responsible for any expenses, cost, charges that may be incurred by Just Dial for providing JD Pay Services including but not limited to payment gateway charges, any fees or penalty imposed by payment gateway service provider or issuing institutions etc.Just dial shall do the settlement of transaction amount with Merchant on every business day except Saturday, Sunday or any declared holiday. The amount of the Settlement Payment for any Settlement Period shall be the aggregate amount of the Payments made by the Customers/Users in such Settlement Period less the following amounts: (A) the aggregate amount of Refunds made during such Settlement Period plus the aggregate Refund Fees applicable to such Refunds; (B) the aggregate amount of Chargebacks (plus the applicable Chargeback Handling Fees) made in such Settlement Period; (C) the Settlement Fee (if any)/ payment gateway charges owed by the Merchant for such Settlement Payment; and (D) any other relevant Fees relating to such Settlement Period.Just Dial may defer any Settlement Payment: (A) if the amount of such Settlement Payment is less than the minimum Settlement Payment threshold that the Just Dial reasonably determines in the Just Dial’s ‘s sole and absolute discretion (of which the Just Dial will notify the Merchant from time to time), until the total Settlement Payment payable reaches that threshold; (B) where the Just Dial reasonably believes that a Transaction may be fraudulent or involves other criminal activity, until the satisfactory completion of the Just Dial ‘s investigation or that of any third party; or (C) without limit in amount or time, if Just Dial becomes aware or reasonably believes that the Merchant is in breach of or likely to be in breach of the Merchant’s obligations under this Agreement.Just Dial may at its sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any Settlement Payment; and/or send the Merchant an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.Just dial will make the settlement of the amount in the Merchant’s bank account provided by the Merchant to Just Dial.Just Dial generates a successful transaction report daily at 00.00 hours through its system automatically and without any human intervention. The said transaction report is made available to the Merchant on regular basis. It is understood between the Parties that since the transaction report is generated automatically and independently, hence it shall prevail and be binding upon the Merchant and the merchant shall not challenge it any manner whatsoever.Merchant shall be liable to deposit all indirect taxes that may arise on orders/bookings placed by the Customer. Merchant agrees to indemnify Just Dial in case any demand of indirect taxes is raised by the revenue authorities including interest and penalty in relation to indirect taxes implications on the orders/bookings placed by the Customer under this agreement.Just Dial is only acting as a facilitator for receipt of payment of goods/services for Merchants. Just Dial does not maintain/deliver any goods at any point of time and property in goods does not pass to Just Dial under any circumstances. Just Dial is not responsible for issuing any invoice on the customer either directly or on behalf of the Merchant and not liable for any tax liability pertaining to this transaction except on commission income (if any) earned by it.Just Dial shall have no liability for any penalty, interest, fine or other charges due to the delayed or non-payment of any (applicable) taxes to the tax authorities under this agreement.16. RESERVE:You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide Just Dial with Reserve of such amounts as may be requested by Just Dial to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to Just Dial or any other indications of performance problems related to your use of the JD Pay Service. If you fail to provide Just Dial with Reserve within seven (7) days of receipt of notice for the same, Just Dial reserves the right to suspend and/or terminate the Settlement Amount payable you or the JD Pay Service without further notice. Just Dial may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to Just Dial, Financial Institution and/or Customers.In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay Just Dial and/or the Financial Institution the remaining amount due immediately upon request. Just Dial shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of Just Dial to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of Just Dial to recover all such losses, costs and damages etc from you by any other means, which may be available to Just Dial under the law. In addition, you agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.17. CHARGEBACK:The Merchant shall bear the risk of Chargebacks initiated in respect of Customers/Users. If a Chargeback is initiated, Just Dial will deduct from the Merchant Account the amount of the Chargeback plus the applicable Chargeback Handling Fee. The Merchant will provide such information and assistance as is reasonably requested by Just Dial to process, administer, challenge or dispute Chargebacks. If the Chargeback is successfully challenged by submitted relevant documents and reversed, Just Dial shall credit the Merchant the amount of such reversal and if Merchant is unable to defend the Chargeback then Just Dial shall deduct the amount from Merchant’s account and shall credit in the User’s account.Merchant hereby acknowledges that Issuing Bank/ payment Gateway service provider reserves the right to either accept or reject the chargeback of the Customer.In case of cancellation of transactions by the, refund process shall be as follows:The Merchant shall give intimation to Just Dial regarding details of transactions cancelled by the customers either by electronic mail or by letter.Just Dial shall not be liable for the calculation of cancellation charges which may be based on factors like terms & conditions of the Merchant selling the goods/services, the time of cancellation and the status of the transactions and shall accept the refund sent by the Just Dial as final in this regard. The Merchant shall provide the details and Just dial will credit the amount of refund due to the customers.Just Dial shall reverse the debit entries in case of refund transaction from Payment Gateway Service Provider and shall in turn debit the Merchant with the amount of cancellation money as given by Just Dial and crediting the same to Customer.In case of fraudulent online purchase transaction done by Customer then it shall be resolved by Customer and the Merchant at the exclusion of Just Dial. The Merchant shall immediately inform the Just Dial.18. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS:Both the Parties hereby acknowledge and agree that each Party is the absolute owner of all right, title and interest in respect of their own trade name, logo, trademark, copyright, device, label, colour combination, artwork and visual representation and they shall not, by virtue of this Agreement, assume activities under this Agreement or affiliation with the other Party, acquire or claim any interest in any such trade names or copyright belonging to and/or owned by the other Party.Each Party shall at all times, render assistance in its power to restrain the infringement, passing-off, duplication, unauthorized use or colorable imitation of any such trade descriptions, logo, device, label, art work, trade names, trademarks or Copyrights.Each Party hereby agrees and undertakes that it shall not register, use or file and/ or assist in and/ or allow registering, using or filing, either directly or indirectly, for itself or through, on behalf of or in conjunction with any person or legal entity and whether as principal, agent, shareholder, consultant, employee or in any capacity whatsoever, any trademarks/ service marks in any class, either alone or in combination with any other mark or material, which is similar and or identical and/ or resembling in any manner with the other party’s marks and/ or intellectual property rights of the other party and not to associate the other party marks and/ or intellectual property rights of the other party with its own business and/ or the business of any third party associated with it, except as contemplated under this Agreement.Upon the termination of this Agreement for any reason, the Parties shall immediately cease to use other party’s marks and/ or intellectual property rights vested in the other party in any manner whatsoever.Either Party shall not claim any right, title, or interest in the other party marks and/ or intellectual property rights vested in the other party and the same shall at all times continue to be the exclusive property of the other party.f. Either party shall not directly or indirectly do anything which shall have an adverse impact on the other party’s marks and/ or intellectual property rights and/ or confidential information of the other party. In the event of termination of this Agreement the provisions of this Clause 10 shall survive the termination of this Agreement.19. CONFIDENTIALITY:Except as specifically set out in this Agreement, no announcement or communication concerning the terms of this Agreement shall be made or caused to be made before or after the execution of this Agreement, by both Parties without mutual consent.Both Parties have agreed that, save and except with the prior written consent of the other Party:On and from the date of this Agreement, the contents of this Agreement and any documents, data, or information, which a Party may obtain from the other Party pursuant to this Agreement, or sensitive personal data and information defined under the Information Technology (reasonable security practices and procedure and sensitive personal data or information) Rule, 2011 (hereinafter referred to as “Confidential Information”) shall be kept confidential and shall not be disclosed by either Party to any third party.Upon the expiry of the term of this Agreement or the termination of this Agreement, neither Party shall issue any adverse official written communication relating to such termination or the factum of this Agreement.However, the Parties may disclose such Confidential Information under following circumstances: (i) if it is essential for the assessment of the transaction to disclose Confidential Information, (ii) may disclose such Confidential Information to its employees, agents and advisors (including without limitation, attorneys, accountants, consultants, bankers, financial advisors, or their representatives) whose knowledge of the Confidential Information is essential for fulfilling its obligations under the Agreement; (iii) disclose the said confidential Information to lawful authority after getting the lawful order; & (iv) where the disclosure is necessary for compliance of a legal obligation. Subject to the aforesaid conditions, the Parties shall not under any circumstances disclose to any third party or to any other Just Dial the terms and conditions of this Agreement & all confidential Information, documents, manuals and other materials provided by the other Party, during the subsistence & survival of this Agreement.Upon the expiration, cancellation or termination of this Agreement, each Party shall forthwith stop using and, return or destroy all Confidential Information, documents, manuals and other materials provided by the other Party. Upon request, the receiving Party shall send disclosing Party a certificate specifying that all the Confidential Information, documents, manuals and other materials have either been destroyed or returned.In the event either Party violates or causes to be violated any of the provisions of this Clause during the term of this Agreement and after its expiry or sooner termination, the other Party shall, without prejudice to its other rights to claim injunctive relief, be entitled to claim from the Party in breach, and the Party in breach shall be liable to pay to the other Party as liquidated damages, compensation to the tune of actual amount of damages as determined and supported by proof of evidence, by the other Party. The above clause shall survive for the period of three years after the termination of the Agreement.20. WARRANTIES AND INDEMNITIES:The Merchant warrants and represents that all information provided to Just Dial in the course of applying to use the JD PAY Service is true and accurate in every respect and the Merchant will keep all such information up to date during the Term.The Merchant warrants that it will conduct its business in the Territory and that it will only use the Services and/or receives Payments within the Territory. The Merchant warrants and represents that the sale and purchase of goods and services by Users/Customers and the integration of JD PAY meet all Applicable Law in the Territory and the provision of the Services by Just Dial will not contravene any such Applicable Law. If it is determined that such acts do contravene any Applicable Law, Just Dial may terminate this Agreement immediately.The Merchant shall indemnify and hold Just Dial/ Payment Gateway Service Provider harmless from and against any and all claims brought against Just Dial/ Payment Gateway Service Provider by Users/Customers or a financial institution or other third party, or which Just Dial may suffer or incur, to the extent such claims arise out of or in consequence of or in connection with: (A) a Transaction; (B) any security breach in relation to compromise or theft of Payment data held by the Merchant or on the Merchant’s behalf; (C) a breach of the warranties clauses and; (D) a failure by the Merchant to comply with the requirements of a regulatory authority or Applicable Law;.21. LIMITATION OF LIABILITY:This clause sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by the Merchant or its Affiliates of the Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement: Just Dial makes no representations or warranties, express or implied, with respect to Merchant ability, fitness for a particular purpose or non-infringement; Just Dial does not warrant or guarantee that Merchant will achieve any level of sales, revenue or profit; Just Dial does not warrant or guarantee that the JD PAY Services will always be available or operate error-free, or that any errors, omissions or misplacements in the software will be corrected.Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; the indemnification obligations; or any other liability that cannot be excluded by Applicable Law.Without prejudice to above clause: Just Dial’s ‘s total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to an amount not more than the payment made by the customers/users in the one month immediately prior to the date on which the cause of action for such liability arose;22. DISCLAIMER :THIS SERVICES ARE PROVIDED ON AN “AS IS, “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. JUST DIAL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR -FREE. MERCHANT MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY JUST DIAL EXCEPT AS EXPRESSLY SET FORTH HEREIN.JUST DIAL SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, OR TITLE WITH RESPECT TO THE SERVICES, OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT. MERCHANT UNDERSTANDS AND AGREES THAT JUST DIAL SHALL BEAR NO RISK WITH RESPECT TO MERCHANT’S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CHARGEBACKS OR FRAUD IN ANY MANNER WHATSOEVER.EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MERCHANT EXPRESSLY AGREES THAT JUST DIAL SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING , INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) CUSTOMERS/MERCHANT’S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE ACCOUNT OR INCORRECT DETAILS ; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF TRANSACTION SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, JUST DIAL, PAYMENT GATEWAY SERVCE PROVIDER , PAYMENT PROCESSOR OR ISSUING BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY TRANSACTION SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH.23. TERM :This Agreement shall remain in force continuously from the date of execution of this Agreement, until and unless otherwise terminated by either party by giving 30 (Thirty) days prior written notice to the other party. The duration may be reduced as mutually decided by both the parties.24. TERMINATION :Each party shall have the option to terminate this Agreement at any time by giving 30 (thirty) days advance notice in writing to that effect to the other party.The Parties have right to terminate this Agreement forthwith by a notice in writing to the other Party, if other Party has committed any material breach of its obligations specified under this Agreement or has violated any law under which its right to business may cease and has failed to remedy the highlighting such breach or non-performance within one week.Each Party shall have the option to terminate this Agreement, by giving notice in writing, in the event that any other Party becomes insolvent, goes into liquidation or a liquidator is appointed to wind up the Company.This Agreement shall stand terminated automatically if the business of the merchant becomes illegal/unlawful/banned by the law of the land or if the Merchant indulges in any illegal act or practice that makes its business illegal/unlawful/banned or if any transaction has taken place which results directly or indirectly in Money Laundering activities or financing of terrorists activities. Just dial shall not be liable for such activities/transactions and Merchant shall be solely responsible / liable for any action taken by any Government or regulatory authority.In the event of the termination of this Agreement either Party will, forthwith return all the signage, literature, banners, glow-signs and any such other promotional material to other party. The termination shall not affect any liabilities incurred by the either Parties prior to the termination of the Agreement or for acts performed during the pendency of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.25. GENERAL PROVISIONS :Assignment: Neither Party shall assign the obligations nor any of the benefits under this Agreement to any persons, firm or company, save and except with prior written permission from the other party.Waivers: No waiver by either party of any of their terms hereof or of any breach thereof shall constitute or be deemed to be a waiver of any such terms or of any breach in any other case whether prior or subsequent thereto.Force Majeure: Neither party to this Agreement shall 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, web space or website by way of hacking, virus prone, defacement, stoppage of display or transmission of the website/app of Just Dial, 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.If at any time during the term of this agreement the performance in whole or in part by any one of the parties, of any obligation under this agreement is prevented or delayed by reason of war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action or Act of God, the other party shall not be entitled to terminate this agreement neither shall any party have any claim for damages against the other in respect of such non-performance or delay in performance, provided notice of the happening of any such event/s is given by the affected party to the other within twenty one (21) days from the date of occurrence thereof.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 with mutual consent of the parties. Arbitration shall be held at Mumbai, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, India, shall have exclusive jurisdiction in connection with this Agreement.Notice: Delivery of Notice: All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by registered A.D. and /or mail, certified, return receipt requested postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the receiving party. Notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom it is addressed. The Parties shall notify any change in address to the other party promptly. In case of failure to intimate the other Party about the change of address, the notice shall be served to the address mentioned in this agreement and shall be treated as properly served.Entire Agreement: This Agreement constitute the entire Agreement between Merchant and the Just Dial pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.Variations of Agreement: No variation or amendment to this Agreement shall bind either party unless made in writing and signed by the duly authorized persons/officers of both the parties.Jurisdiction: It is mutually agreed between the parties hereto that any dispute or claim arising under this Agreement shall be subject to the jurisdiction of the Courts at Mumbai.ANNEXURE ‘A’Banned/Prohibited list of Products and Services referred to in this Agreement is as mentioned herein below:-Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery an d other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites.Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.Body parts which includes organs or other body parts.Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam).Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.Child pornography which includes pornographic materials involving minors.Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protectionCopyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materialsCopyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goodsDrugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushroomsDrug test circumvention aids which includes drug cleansing shakes, urine test additives, and related itemsEndangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinctionGaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related contentGovernment IDs or documents which includes fake IDs, passports, diplomas, and noble title.Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property.Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.Offensive goods which includes literature, products or other materials that:Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factorsEncourage or incite violent actsPromote intolerance or hatred.Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner.Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substancesRegulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specificationsSecurities which includes stocks, bonds, or related financial productsTobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related productsTraffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products.Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armamentsWholesale currency which includes discounted currencies or currency exchangesLive animals or hides/skins/teeth, nails and other parts etc of animals.Multi Level Marketing collection feesMatrix sites or sites using a matrix scheme approachcWork-at-home approach and/or Work-at-home informationAny product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.Merchant providing services that have the potential of casting Just dial and/or Payment System Providers in a poor light and/or that may be prone to ―Buy & Deny‖ attitude of the cardholders when billed (e.g. Adult material/ mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses.Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, website supplying medicines or controlled substances, website that promise online match-making).Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance.Merchant who deal in intangible goods/ services (eg. software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes. Any other product or Service, which in the sole opinion of either Just dial or Payment System Providers , is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to Merchant from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement.Bulk marketing tools which includes email, lists, software, or other products enabling unsolicited email messages (spam).Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services.Mailing lists.Terms and conditions for(JD Pay Sender)1. INTRODUCTIONThis TERMS OF USE FOR JD PAY SERVICES governs the terms of your use of JD PAY Services offered by Just Dial Limited. (herein after referred to as Just Dial)BY REGISTERING FOR OR USING JD PAY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT USE THE JD PAY SERVICES. As the JD PAY Services owned by Just Dial, hence all the rights, benefits, liabilities & obligations under the following terms & conditions shall accrue to the benefit of Just Dial.When you use JD PAY Services provided by Just Dial, You will be subject to the rules, guidelines, policies, terms, and conditions applicable to usage of JD PAY Services. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the JD PAY Services.We may amend these Terms at any time by posting a revised version on www.placementskill.com or mobile site i.e., http://wap.placementskill.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”Account” refers to the account created for a User as soon as he successfully completes the process of registering at www.placementskill.com, which contains information regarding his JD Pay Services, which permit payment and domestic money remittance as per RBI direction, as amended by RBI from time to time.”Customer” “or” “you” mean a person who has registered with Just Dial for availing the JD PAY Services and who has accepted these Terms and Conditions and, owns/operates/has access to an internet compatible device that supports the JD PAY Services.”Charge(s)” or “Service Charge” shall mean the charges which Just Dial may levy upon you in consideration for subscribing to the JD PAY Services.”Eligible” means satisfying the conditions of eligibility prescribed under these T&Cs.”KYC” stands for Know your Customer and refers to the various norms, rules, laws and statutes issued by RBI from time to time under which Just Dial is required to procure personal identification details from you before any services can be delivered. Know your Customer (KYC) documents may be required by Just Dial from the Customer at the time of Registration and/ or on a later date, for availing and / or continuation of the JD PAY Services.”JD PAY Services” allows its registered users to: a) to make a payment via payment gateway internet enabled links which shall be sent on their email/sms/links; or b) scan QR Codes placed on posters or other media displayed at Merchant’s establishment to enable you to quickly and easily make payment via method internet enabled links which shall be sent on their email/sms/links (i) register with and/or log in to the Merchant’s website; and/or (ii) make payments to the Merchant, or (c) transfer funds to a savings or current bank account, or to make any valid transaction, upon completing the necessary formalities mentioned herein, or otherwise mention time to time.”Merchant” means any of the establishments listed on the webpage available at www.placementskill.com or at its portals which/who accepts payment through JD Pay Services for sale of their goods and services and with whom we have executed physical contracts. The list of Merchants available at www.placementskill.commay be revised by us from time to time without intimation to you.”Merchant Establishment” shall mean and include physical Merchant’s shops, and any other outlet that has been authorized by Just Dial to accept payment using JD PAY Services.”JD Registered Users” mean any User who completes the necessary formalities as required for registration”Password” means the secret password used to secure JD PAY Services applications, without knowledge of which JD PAY Services will not be operable.”RBI” means the Reserve Bank of India.”Registration Form” shall mean the JD PAY Services Registration Form, as is required by Just Dial from the Customer at the time of Registration for availing and / or continuation of the JD PAY Services.”Transaction” means make a payment for purchase of goods or services at Merchant establishments or fund transfer to the savings or current bank account, or any other legitimate transactions.”Terms and Conditions of Service” or “T&Cs” refers to these terms and conditions of use of Just Dial’s Services, and any future revisions of the same, which you are informed of via automated e-mail sent to Your Registered E-mail Address.3. ELIGIBILITY TO USE THE JD PAY SERVICESA. While using JD Pay Services, you represent and confirm that:You must be 18 (eighteen) years old;You are Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;You must be an authorized representative with the authority to bind that company or entity to these Terms;You are not ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1972;You are entering into and performing this Agreement, as per applicable law and are not a person debarred from using the JD Pay Services under the laws of India or other applicable laws.JD Pay Services can only be used in India. You acknowledge that Just Dial Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.We reserve the right to immediately terminate your Account if we have reason to believe that your Account is being used by any person who is not eligible, or for any other reason. We rely completely on your representation that you are eligible and will bear no liability if you or anyone who uses your Account or JD Pay Services is found to be not eligible.4. REGISTRATION OF JD PAY- USER ACCOUNTTo open an Account or to Use the Services, you must provide us with the following “Registration Data”: a valid and functional e-mail address (“Registered E-mail ID”); a valid and functional phone number registered in your name (“Registered Phone Number”); a password; Valid Bank / Card details (for example, Bank Account No, IFSC Code, Bank Account No, Card No, Card Expiry details etc.) and any additional information that RBI Regulations may prescribe to be necessary to satisfy Know Your Customer norms (“KYC Norms”), or as we deem fit.The Registration Data and any other information provided by you to us must be accurate, current and complete information about yourself or your company as prompted by our registration form (including your email address) and maintain and update your information (including your email address) to keep it accurate, current and complete. Any liability for false, fictitious, inaccurate, not current or incomplete Registration Data provided by you will be borne solely by you and not us.You must keep password confidential and not share it with any other person. You are responsible for all activity on your account, whether or not you authorized it. Please do not share your Registration Data with any third parties as you will be solely responsible for maintaining the confidentiality of your Registration Data and will be liable for all activities and transactions that occur through your Account and JD Pay, whether initiated by you or any third party.In order to protect the security of your Account and JD Pay, we require you to (a) immediately inform us at our Hotline No. 8888888888 & email us at jdpaydisputes@placementskill.com , of any unauthorized use of your Account and (b) to ensure that you log out of Your Account at the end of every session.In accordance with RBI Regulations to prevent money laundering and the funding of terrorism in India, We may suspend or terminate your Account with immediate effect if we have reason to believe that the Registration Data or any other data provided by you is incorrect, or that the security of your Account has been compromised in any way. Please note that in order to comply with RBI Regulations, we do not allow you to open more than one Account in association with the phone number registered in your name.In the event that you have forgotten the password to your Account, you may click on Forgot Password to request a new password. Based on our sole discretion and if we are satisfied that the identity of the applicant for a new password matches your identity, we will send an e-mail to your Registered E-mail ID, with instructions to reset your password (“Password Instructions”). You will be solely responsible for any transactions which occur through your Account once we send the Password Instructions to your Registered E-mail ID.In the event that you are unable to access to your Account for any reason other than forgetting your password, please inform us at our Hotline No. 8888888888 & email us at jdpaydisputes@placementskill.com and make a request for blocking your Account. We will not be liable for any unauthorized transactions made through your Account prior to you making a request for blocking.You may be required to provide additional information to allow us to verify your identity and/or your account information. We may also verify your information against third party databases or other sources and you authorize Just Dial to make such inquiries.You are responsible for keeping your Account information and password secure. If you share your Account credentials with another person, you are responsible for all activity they conduct using JD Pay Services, regardless of whether or not you authorized their activity. We will never ask you for your Account credentials.5. DOCUMENTATIONSThe collection, verification, audit and maintenance of correct and updated Customer information is a continuous process and Just Dial reserves the right, at any time, to take steps necessary to ensure compliance with all relevant and applicable KYC requirements. Just Dial reserves the right to discontinue services/ reject applications for JD PAY Services at any time if there are discrepancies in information and/or documentation provided by you.Any information provided to Just Dial with the intention of securing JD PAY Services shall vest with Just Dial, and may be used by Just Dial, for any purpose consistent with any applicable law or regulation, at its discretion.Once you have successfully created an Account after completing the registration process in accordance with these T&Cs, you can start availing of our JD PAY Services.Once you have successfully created an Account after completing the registration process in accordance with these T&Cs, you can start availing of our JD PAY Services.6. GENERAL CONDITIONS:
6.1. Use of JD Pay ServicesIn order to access JD Pay Services, YOU/ Merchant is required to download Just Dial application , you may be required to provide information about yourself (such as identification, contact or payment details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to us will always be true, accurate, correct, complete and up to date. Any phone number used to register with our service needs to be registered in your name and you might be asked to provide supporting documents to prove the same.JD Pay Services allows you to make a payment to Merchant via payment gateway internet enabled links and/or QR Codes for the products and services purchased by you or transfer funds to the savings or current bank account of the person, after completing the necessary formalities mentioned herein or otherwise mention by Just Dial time to time.JD Pay Services also allows you to store your bank or credit account information with Just Dial for making the instant payment without re-entering that information or sharing it with third parties. JD Pay Services is encrypted and secure and your information is safe with us. JD Pay Services cannot be used to hold or store money and Just Dial does not hold or store any of your funds. Just Dial does not have control of, or liability for, any goods or services that you pay for using the JD Pay Services. Just Dial does not guarantee the identity of any Vendors, sellers, and does not guarantee that a transaction will be completed.You may also choose to make the payment to Merchant through JD Pay Services, for the products and services purchased by you or Fund Transfer by using your valid credit / debit and/ or any other cards including e-wallets, online banking facility to make payment. You shall be bound to use your own credit / debit and/ or any other payment cards, online banking accounts to make payment via JD Pay Services. Just Dial shall not be liable and responsible for any credit/debit or any other card frauds, misuse of your card or any unauthorized payment transactions which has been processed by Bank / third party payment processor.When you choose to make the payment or transfer funds to the savings or current bank account of the other person through JD Pay Services, you have to submit the complete bank details of the recipient of money such as Bank Account No, IFSC Code, and/or any additional information that is necessary to complete the transaction or RBI may prescribe time to time. If you would not submit the bank details of the recipient of money, we will not process your transactions or funds will not transfer to the bank account of the recipient.When we receive payment instructions from you to pay a Merchant or to any Users or person, you authorize and order us to commit your payment to that Merchant or to another Users or Person. This authorization will remain in effect as long as you maintain an Account with us.In the event that you are having any issues in goods or services which is including but not limited to cancellation, refund, pricing, warranty, guarantee or you are not satisfied with the goods or services provided to you by a Merchant for any reason, we recommend that you report the matter to the Merchant in question. Please note that Just Dial is an are intermediary and are not responsible for the goods or services provided by Merchants and cannot be involved in any disputes between a Merchant and User regarding the same.You accept and acknowledge that payment processing is hosted by a third party payment processor and usage of such payment processing shall be subject to such additional terms and conditions which such third party payment processor may prescribe from time to time.You agree and confirm to comply with the terms and conditions of the Merchant from whom you are taking the services/products and thereafter making the payment to them via JD Pay Services.Just Dial facilitates payment solutions to the Users to make a payment to Merchant or Transfer Fund. In the case of commercial transactions Just Dial is acting as an intermediary, which enabling users to make a payment to Merchant through JD Pay Services. All commercial terms are offered by and agreed to between you and Sellers alone. Just Dial does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of any commercial terms between the User and Merchant.In order to use the JD Pay Services, you must link you bank account/card details, to JD Pay Services. When you make a payment to Merchant or Transfer Fund using the JD Pay Services, you are authorizing us to initiate an electronic transfer from your linked bank account in the amount you specify. You are solely responsible for complying with any terms set by your bank with respect to your bank account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you receive a payment from Merchant or Fund Transfer via JD Pay Services or are entitled to a reversal, refund, or other adjustment associated with a payment or Fund Transfer made by you using the JD Pay Services, you also authorize a credit to your linked bank account to complete that transaction.If you make payment for a purchase using the JD Pay Services or using for Fund Transfer, fund will be transferred to Merchant/ Users instantly.Just Dial does not provide any endorsements or guarantees for any individual or entity using the JD Pay, nor any third party offers, goods or services featured on our websites. Information regarding third party offers, goods, and services is provided on our websites for informational purposes only, and may not be true, accurate, or reliable.Information provided by Just Dial or otherwise obtained from the Website will not be used for any unauthorized and unlawful purpose;You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Just Dial, unless you have been specifically allowed to do so in a separate agreement with us;You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);You agree that you are solely responsible for (and that Just Dial has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Just Dial may suffer) of any such breach. JD PAY Services is not transferable.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:Faster Checkout option: When you enter your debit card/debit card details for the first time while making a payment, we will provide you an option to save such card details for faster checkout. If you select the ‘One Tap Checkout’ option (currently name as One Tap Checkout), you understand and agree that we will save your card details in a manner compliant with our PCI DSS certification. For the next time when you make a payment using the Services, you will not be required to enter your card details. You can simply click on the saved card, while making a payment request and your payment instructions will be sent to the Payment System Providers for authentication, authorization and processing. The second part ‘auto-read OTP’ option is currently only available on our android mobile application.Auto-Read of One Time Password (“OTP”): OTP is a one-time password, which is provided by your issuing bank in order to carry out the second factor authentication of your debit/credit card. If you register for our ‘One Tap’ feature, you understand that we will be able to retrieve your OTP from the message received on your mobile and populate and submit the OTP on the issuer’s page for second factor authentication of your debit/credit card. In order to avail the entire ‘One Tap’ feature, you may go to the payment page and save the card for One Tap Checkout.
You understand that you have agreed to select the ‘One Tap’ feature in whole or in part at your own risk and for your convenience. You agree that we are only acting as your technology intermediary and eliminating the need for you to manually enter your card details or OTP. All information and instructions received from your Card will be deemed to have been authorized by you and we shall not be liable for any unauthorized use of your Cards or any unauthorized transactions made using the whole or any part of the ‘One Tap feature’. It is to be clarified that the ‘One Tap’ feature doesn’t avoid the two-factor authentication system, it only provides a technology platform which eliminates the need of manual typing of card details and OTP by you. We emphasize that we are not involved in the authentication, authorization and processing of you payment request and only facilitate you in sending such payment instruction to the Payment System Provider.
In the event that your device (mobile, tablet, laptop, etc.) is stolen/lost or your suspect any unauthorized use of your debit/credit Card, please ensure you go to the payment page of placementskill App and de-activate the ‘One Tap’ feature immediately. You should also inform us of the same after de-activation at jdpaydisputes@placementskill.com. In the event that you have de-activated the ‘One Tap’ feature and informed Just Dial of the same and thereafter an unauthorized transaction is made, Just Dial’s service provider will take responsibility for the same provided that you provide us with adequate information that the transaction was not made by you or any person that you know. Just Dial’s service provider shall determine that legitimacy of the claim at our sole discretion.7. CHARGESCurrently, we do not charge you to use the JD Pay Services. However, your mobile network operator may charge you to access the JD Pay and you are responsible for these charges.Please note that in future JD Pay Services may be chargeable at the discretion of Just Dial, in the form and manner prescribed for such payment. Just Dial may at its discretion, change, amend, increase, or reduce the Service Charges without prior intimation to the Customer.Just Dial reserves the right to introduce a policy as per the applicable RBI guidelines for JD PAY Service expiration and balance forfeiture in future. The terms and conditions related to any such policy that we may introduce in the future will come into effect from the date that will be clearly indicated under the “Terms of Use” for JD PAY Services.8. YOUR INFORMATIONWhen you use the JD Pay Services, we will send your information (including, where applicable, your encrypted payment card details) from the JD Pay server to the third party payment services provider.By using JD Pay Services you agree to receive promotional SMS/Emails from Just dial or its associates, agent or partners.Your privacy is very important to Just Dial. When you using JD Pay Services, you confirm that you have read and accepted our Privacy Policy. The Privacy Policy, which is accessible through the JD Pay Services and forms an integral part of this Agreement, describes how we collect and use your Information.The Just Dial reserves the right to use your Information in order to contact you in the future in relation to marketing any other products or services offered by the Just Dial, any of its related group companies or participating merchants.You shall be responsible for maintaining the confidentiality of your personal and sensitive data or information and you shall be responsible for all activities that occur under your use of JD Pay. You agree that if you provide any information that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the this Terms of Use, we shall have the right to indefinitely suspend or block your access to JD Pay Services.9. YOUR OBLIGATIONSJD PAY Services availability is subject to the maintenance of an active mobile phone, internet connection with an associated telecom provider and Bank / Card Account. JD PAY Services availability is subject to the maintenance of a mobile phone handset and other application on which Services run and the Customer is solely responsible for all liability arising from the unavailability of Services due to a mobile handset or internet service provider not supporting any JD PAY Services channel or application.You must ensure the availability of sufficient funds before executing any Transaction from your JD PAY Services.You shall be solely responsible for the confidentiality, safety and security of the Password. You shall be the sole owner of the Password and shall be responsible for the consequences arising out of disclosure of the Password and/or the unauthorized use of JD PAY Services. In case the Password is lost or misplaced, you shall promptly inform Just Dial by calling at the customer care numbers where after the Password will be barred and a new Password will be issued to you after necessary validation. In case the mobile phone/ SIM card associated with your JD PAY Services is lost/stolen/misplaced/ no longer in your control; you shall promptly inform Just Dial. Just Dial will upon receipt of such information block the relevant account.You shall intimate Just Dial about change in your address, if any, in writing along with such proof of address as per the KYC documents.You shall not use JD PAY Services for any purpose that might be construed as contrary or repugnant to any applicable law, regulation, guideline, judicial dicta, Just Dial policy or public policy or for any purpose that might negatively prejudice the goodwill of Just Dial.You acknowledge and understand that JD PAY Services are linked to your mobile phone number and you shall be solely responsible for any liability arising out of the loss/ theft / misuse of the mobile phone number or deactivation of mobile connection by the concerned telecom service provider, in respect of the Services.Information submitted by you for availing JD PAY Services and/or information submitted while using JD PAY Services may be shared with third parties by Just Dial, inter alia, to facilitate the provision of JD PAY Services.You shall ensure that the Services are not used for Transactions in foreign currency. JD PAY Services is issued & shall be valid only in India and shall be used at Merchant Establishments only in India.Without limiting the foregoing, you agree that you will not use the Just Dial Site to undertake any of the following actions or to display, upload, modify, publish, distribute, disseminate, transmit, update or share any information 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; Infringes any patent, trademark, copyright or other proprietary rights; contains viruses, corrupted files, or any other similar software or programs that is designed to interrupt, destroy or that may limit the functionality of any computer source or that may damage or adversely affect the operation of another person’s computer, its web-sites, any software or hardware, or telecommunications equipment; Advertises or offers to sell any goods or services for any commercial purpose; is in the nature of promotional services, products, surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters; Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material; Violates any law for the time being in force; Belongs to another person to which you do not have any right to; Interferes with or disrupts Just Dial’s websites, servers, or networks; Impersonate any other person; Harm minors in any way; Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through its websites or to manipulate your presence on its websites; Engage in any illegal activities; 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 the investigation of any offence or insults any other nation.You shall not misuse, rent, lease, assign, or otherwise transfer the JD Pay services to any other Person. You may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the JD Pay services/System. All rights, title and interest to the JD Pay services are owned exclusively by Just Dial.You will only use the JD Pay services for your own purposes and not on behalf of any other person or entity;You and all payments initiated by you will comply with all laws, rules, and regulations; and you will not use the JD Pay, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the functionality of the JD Pay services.You will not breach these Terms or any other applicable terms or policies;You will not engage in illegal or fraudulent activities. You will not engage in transactions involving illegal goods, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety, counterfeit services, illegal gambling, and money laundering, purchase, sale, or exchange of Virtual Currency, or provide a Virtual Currency marketplace or exchange;You will not attempt to receive or actually receive duplicate compensation for a disputed payment from the Merchant, Just Dial, and/or your bank; orYou will not engage in activity that indicates, in Just Dial’s sole discretion, that there may be a high level of risk associated with you, or your Account activity. The use of any JD Pay that has connectivity to the Internet or any external network poses an increased risk, and you assumes all liability for such increased risks.You will fully cooperate with Just Dial in complying with the laws.You shall liable for data security breach and credit card information if you fail to protect the data and information. You shall protect your data.You 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 and any other law for the time being in force, and shall not do, or omit to do, any act that will cause Just Dial to be in breach of any such applicable law. If you breach the terms of this agreement, you shall indemnify us against any costs claims and liabilities arising as a result of the breach.You shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and shall not misuse communication device or computer resource of Just Dial, without its permissions, and further use the said devices for cheats by personation.10. REFUNDS POLICYJust Dial 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 Just Dial along with all the required detail to identify the previously authorized and settled transaction and Just Dial 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: Just Dial 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 PAYMENTSWe give you the opportunity to choose a password to gain access to the JD Pay Services itself or to various features within the JD Pay Services. As long as the correct Password is entered (or if you elect not to use a Password), we will assume that you are the person giving instructions and making payments or fund transfer and you will be liable for them. You must therefore choose a secure Password that is not easily guessed by another person, keep the Password is secret and make sure that it is not stored in a way that enables others to access it or impersonate you. In addition, for the avoidance of doubt, if you disclose the Password to any person whom you authorise to access the JD Pay Services, you are also responsible and liable for any access, use, misuse or disclosure of your Password by such person.If you become aware of a payment being made via the JD Pay Services that was not authorised by you or if you lose the device on which the JD Pay is installed, disclose your Password to a person unauthorised by you, or believe that someone else can use the JD Pay by impersonating you, you should inform us immediately and we will disable the payments feature of the JD Pay until you re-enter your payment card details in the JD Pay. Unless and until you provide such notice:you will be responsible for any instruction which we receive and act on, even if it was not given by you; andwe will not be responsible for any unauthorised access to confidential information about you in the JD Pay.We can refuse to act on any instruction including where we believe an instruction: (i) was unclear; (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; (iv) if we believe the JD Pay is being used for an illegal purpose; or (v) may harm our reputation.You agree to fully cooperate with us, affiliates, payment gateway service providers, Banks, merchants, regulatory authorities and the police where you or we suspect there have been Unauthorised Payments in respect of the JD Pay Services.12. OUR OBLIGATIONSWhen you use the JD Pay Services, we are acting as an intermediary to assist you in concluding the purchase of goods or services from participating merchants or to make the payment successful to the recipient . When you purchase goods or services from participating merchants, the contract for the sale of those goods or services will be between you and the merchant.You understand and agree that the Just Dial shall not be responsible for the outcome of your transactions with external merchants via the JD Pay Services. We do not have control, nor shall we be liable for, the legality of, or the use of, the goods and services that are paid for using the JD Pay Services.Just Dial shall not be responsible for any fraudulent transaction by any person in any manner whatsoever.Just Dial shall not be responsible for any chargeback, refunds or cancellation of products or services.Just Dial will take adequate encryption and security measures to maintain the data secured generated and it shall maintain high standards in relation to providing secure services to you.Just Dial is not responsible for any non-performance or breach of any contract entered into between you and Merchants. Just Dial cannot and does not guarantee that the concerned Merchants and/or You will perform any transaction concluded via JD Pay, Just Dial shall not and is not required to mediate or resolve any dispute or disagreement between Merchants and You.Just Dial is only providing a platform for the purposes of transaction and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between you and Merchants. At no time shall Just Dial hold any right, title or interest over the products nor shall Just Dial have any obligations or liabilities in respect of any transaction between you and Merchants. Just Dial is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable etc.It is the responsibility of you and the relevant Merchants, not us, to resolve any dispute or claim raised by you relating to any payments or fund transfer made via the JD Pay Services. We may, however, initiate a refund if (a) a payment made via the JD Pay Services is reversed by a court, regulatory authority or other third party acting in accordance with applicable law, (b) we, in our sole and absolute discretion, accept or have reason to believe that a payment was not authorized by you, or (c) a payment is allegedly unlawful, suspicious, or in breach of this Agreement. Where you have a dispute with Merchants, we will provide information we hold, which may assist resolution and otherwise attempt to assist you as far as we consider practicable. We may charge you an administration fee to cover our reasonable costs of providing any such assistance.Just Dial is as an independent entity under the terms and conditions of this Agreement. Just Dial has no relationship with Merchant. You alone shall be responsible and neither Just Dial nor the Bank or anybody connected to Just Dial shall have any responsibility or liability. Just Dial is neither concerned nor required to monitor in any manner the use of the payment or fund transfer modes by you. You should be required to use the payment modes at their sole option and risks.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 Just Dial 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 INFORMATIONExcept 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 Just Dial’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 Just Dial.15. TERMINATION/SUSPENSION OF SERVICEWe may suspend or terminate your access to the JD Pay Services without notice where it is reasonable for us to do so and specifically if: (i) for any reason we decide to discontinue to provide the JD Pay, (ii) we believe that you have breached any of the terms of this Agreement, (iii) your use of the JD Pay has been in any way improper or breaches the spirit of this Agreement, (iv) we reasonably believe use of the JD Pay may be at risk of fraud or misuse; (v) our information technology infrastructure has failed, is experiencing outages or requires maintenance; or (vi) ordered or recommended to do so by the security services, court or a relevant regulatory authority.Just Dial reserves the right to suspend/discontinue JD PAY Services to you at any time, for any cause, including, but not limited, to the following-For any suspected violation of the rules, regulations, orders, directions, notifications issued by RBI from time to time or for any violation of the terms and conditions mentioned in this documentFor any suspected discrepancy in the particular(s), documentation or registration Form provided by you;To combat potential fraud, sabotage, willful destruction, threat to national security or for any other force majeure reasons etc;If the same is due to technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons.If the same is due to any transmission deficiencies caused by topographical and geographical constraints/limitations;If the mobile connection with which your JD PAY Services is related ceases to be operational or in your possession or control.If Just Dial believes, in its reasonable opinion, that cessation/ suspension is necessary.16. THIRD PARTY INFORMATION ON THE WEBSITEAs some information appearing on the Website is provided to Just Dial by third parties, Just Dial will have no liability in respect of any loss or damage arising from third party information which appears on the Website, including the manner in which the information is displayed or information which may be: Out of date; Inaccurate; Duplication; Impersonation by a person to be another person.All dealings and communication arising from Just Dial’s facilitation of interaction between Merchant and users will be between the Merchant and users only and Just Dial is not responsible in any manner for any communication between the users and the Merchant, and has no liability in respect of such dealings whatsoever. Just Dial is not an agent for any of the Merchants listed on this Website and Just Dial has no responsibility for and no liability whatsoever in respect of the conduct of a Merchant or quality of service provided by a Merchant.17. ADDITIONAL T&CsWhen you acquire goods, software or any other services from a Merchant Establishment through any of Just Dial’s Services, you understand and agree that, Just Dial is not a party to the contract between you and the Merchant Establishment. Furthermore, Just Dial is under no obligation to monitor the Merchant Establishment’s service used by you; the Merchant Establishment alone will be responsible for all obligations under the contract including (without limitation) warranties or guarantees. Any dispute with or complaint against any Merchant Establishment must be directly resolved by the Customer with the Merchant Establishment. It is clarified that Just Dial shall not be responsible or liable for any deficiency in goods and/or services purchased using JD PAY Services. This exclusion of liability shall apply even for goods and/or services made available by Just Dial under promotional schemes. You are instructed to satisfy yourself regarding the quality, quantity and fitness of any good and/or service before purchasing the same.Any amount transferred erroneously by the Customer to any Merchant Establishment shall not be refunded to the Customer by Just Dial in any circumstances.In the event of any dispute, Just Dial records shall be binding as the conclusive evidence of the Transactions carried out through use of JD PAY Services.Just Dial shall send all customer communications by SMS and/or email/link and the SMS/link/email shall be deemed to have been received by you after they have been submitted for delivery to the mobile phone operator.You agree to receive all commercial message including transactional messages from Just Dial.18. DISCLAIMER:WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE PLATFORM/NETWORK AND SERVICES OFFERED. WE EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.THE JD PAY SERVICES IS PROVIDED “AS IS” “WHERE IS”, “WITH ALL FAULTS” BASIS. WE MAKE NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE SATISFACTORY QUALITY, FITNESS FOR PURPOSE, COMPLETENESS OR ACCURACY OF THE SERVICE OFFERED THROUGH THE JD PAY.WE MAKE NO WARRANTY THAT THE OPERATION OF THE JD PAY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR BUGS ,OR REPRESENT THE FULL FUNCTIONALITY, ACCURACY, RELIABILITY OF THE MATERIALS THEREIN.19. LIMITATION OF LIABILITY:NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER JUST DIAL, NOR ITS AFFILIATED COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ANY RELATED PARTY SHALL HAVE ANY LIABILITY TO USERS OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR RELATING TO THESE TERMS, THE SITE OR THE OFFERINGS, EVEN IF ANY OF SAID PARTIES HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER LIABILITY ARISES DUE TO NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, VIOLATION OF STATUTE, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO INR ONE HUNDRED (INR 100).20. INDEMNITY: You agree to indemnify, defend and hold Just Dial 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: Just Dial 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, Just Dial may be required to disclose any information or particulars pertaining to you to any authority, statutory or otherwise.23. INTELLECTUAL PROPERTY RIGHTS: The Just Dial 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 Just Dial.24. SYSTEM COMPLAINTS AND DISPUTE RESOLUTION: For Redressal of disputes/complaints you can email to us at jdpaydisputes@placementskill.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 Just Dial. 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: Just Dial 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 Just Dial, 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:We reserve the right to modify or terminate the JD Pay Services at any time, without notice, and we will not be liable to you as a result of any such action.Just Dial shall have the right to assign/transfer these presents to any third party including its holding company, subsidiaries, affiliates, associates group companies.This Agreement constitute the entire Agreement between Merchant and the Just Dial pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents, associates, affiliates or other representatives of the other party hereto.To the maximum extent permitted by law, you waive, release, discharge and hold harmless Just Dial, its affiliated and subsidiary companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of your use of the Platform/ JD PAY Services.If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.No variation or amendment to this Agreement shall bind either party unless made in writing and signed by the duly authorized persons/officers of both the parties.In this Agreement and unless otherwise stated, “we”, “us” or “our” refers collectively to the Just Dial and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.Terms Of Service For Listing1. INTRODUCTION:
The Services (defined hereinafter) of ‘Just Dial’ is provided by Just Dial 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 (“Just Dial”). Just Dial 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. Just Dial Provides Users (defined below) with its search service with information and user reviews for Just Dial database of local business, products and services across India. Just Dial search service is available to users through multiple platform viz. Internet, mobile internet, telephone (voice, text & SMS). Just Dial is merely a medium which connects general public with vendor’s goods and services (“Vendors”) listed on Just Dial however at the same time it does not intend to guarantee any business to such Vendors. The Vendor details are specified at Page 1 of the contract, Vendors are hereinafter referred to as (“Advertiser”). Just Dial’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 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 (“Users”). These Terms (defined below) read with the contract form (“Contract Form”) and the invoice mentioned in Clause 11 constitute the entire understanding and Contract (“Contract”) between Just Dial and the Advertiser.2) INTERPRETATION :
Contract means this Contract together with all Schedules and Annexures (if any);References to a party hereunder shall include such party’s successors, permitted assigns and any persons deriving title under it;The descriptive headings of Clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such ClausesThe use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Contract to such person or persons unless the context otherwise permits;Any grammatical form of a defined term herein shall have the same meaning as that of such term; and The words “including” and “includes” herein shall always mean “including, without limitation” and “includes, without limitation”, respectively3) SUBSCRIPTION:
Advertisers 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. Just Dial will provide only the Information about the Advertiser to the Users in the manner provided for in these Terms. Advertiser agrees and acknowledges that Just Dial does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.4) GENERAL TERMS :
These Terms of Service, including any Annexures hereto, (“Terms”) along with the Contract Form set forth the terms and conditions under which the Advertiser may be identified as a Vendor to the Users. The Contract shall come into effect upon the Advertiser or any authorized agent of the Advertiser signing and delivering the Contract to Just Dial and upon the realization of consideration. (“Effective Date”). The Contract will override any previous understanding (whether written or oral) between the Advertiser and Just Dial on the subject matter hereof. The Contract shall be valid and effective for 1 (one) year or more from the Effective Date unless otherwise agreed by the parties and in accordance with the terms of the Contract subject to payment received under the Contract. The Contract would automatically stand renewed unless (a) the Advertiser intimates Just Dial by prior written notice (either by email or through registered post) at least 3 (three) months before the expiry of the 1 (one) year tenure, expressing their intention not to renew the Contract or (b) is terminated by either Party prior to renewal in accordance with these Terms. In the absence of any written communication by the Advertiser as to non-renewal after the expiry of the 1 (one) year tenure or unless terminated earlier by either Party, the Contract would stand automatically renewed on terms of this Contract. By agreeing to the terms of the Contract, the Advertiser shall be deemed to have consented unconditionally to all such addendums and amendments to the Contract without requirement of any specific notice or signature thereto. The Advertiser acknowledges and agrees that in case of conflict between this Contract and the terms and conditions (“Terms of Service”) contained on the Website, the Terms of Service as updated in website shall prevail. Just Dial 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 the Advertiser. It shall be the sole responsibility of the Advertiser to visit the Website and update himself / herself of the changes to the Terms of Service. Any changes to or amendment to these Terms or the Terms of Service will be deemed to take effect from the Effective Date and will be binding on the Advertiser.Subject to terms set out in Clause above, it is clarified that the automatic renewal of the Contract will also be subject to sufficient credit balance of Advertiser being available in the Advertiser’s account with Just Dial. It is further clarified that in ECS/ CCSI mandate should be active and the payment should be honored on the stipulated date for the purposes of renewal of the contract.The automatic renewal of this Contract is subject to the absolute discretion of Just Dial. The amount mentioned in the Contract Form along with any other document which forms a part of this Contract (“Total Fee”), is the decided fee for the provision of Services and shall not be reviewed at any point except at the discretion of Just Dial. By accepting these Terms, the Advertiser confirms to pay the Total Fee on the terms set out therein.Advertiser hereby authorizes that upon the execution of ECS / CCSI MANDATE Just Dial is authorized to DEDUCT minimum of 9 months ECS, thereafter Advertiser has the option of terminating the contract. The Advertiser shall only terminate the Contract upon the completion of minimum tenure of 9 months from effective date which can be terminated by giving prior 3 (Three) months written notice (either by email or through registered post) to its bill due date, expressing intentions of discontinuing the Services.In respect of Platinum, Diamond (which are Premium position listings) or any other Listings, where the payment mode and manner opted by the Advertiser is Electronic Clearing Service (ECS) or Credit Card Standing Instruction (CCSI), the Contract would be automatically renewed as mentioned in Clause 4 of these Terms, however such automatic renewal is subject to the condition that same will be so renewed at revised values (commercials) as existing on the date of automatic renewal and on such other terms as may be determined solely by Just Dial. Notwithstanding anything contained in this Contract, the automatic renewal and the terms of such renewal will be at the absolute discretion of Just Dial.It is clarified that, irrespective of whether the Advertiser has registered or not registered their entity/ firm’s contact numbers in the “Do Not Call” registry of Telecom Regulatory Authority of India (TRAI), or any other statutory body, upon the signing and acceptance of the Contract, the Advertiser would be deemed to have given their consent and authorized Just Dial to share the Advertiser’s details and contact numbers for business and promotional purpose with Users of the Service. Further the Advertiser, by signing and accepting the terms of the Contract, has given his consent to Just Dial to contact him for any business promotion of Just Dial. The Advertiser confirms that Just Dial shall be at liberty to carry out all the obligations undertaken under the Contract. The Advertiser also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting the Advertiser. In the event the Users are unable to contact the Advertiser it would not be deemed to any deficiency in the Services rendered by Just Dial. The Advertiser undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or Just Dial will not face any difficulty in contacting the advertisers or for the purposes of entering into this Contract.5) INFORMATION DISSEMINATION :
Just Dial currently disseminates Information to the Users through different platforms, viz., telephone, internet, WAP (Wireless Access Protocol) and Wireless (SMS short code) SMS and Whatsapp. Just Dial 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) ADVERTISER LISTINGS :
This refers to the various kinds of Advertising listings that can be selected by the Advertiser. Just Dial provides the following kinds of Advertising listings (“Listings”): (i) Platinum Listing,(Premium Position) (ii)Diamond Listing, (Premium Position) (iii)Package Listing. (Normal Position) (iv) SMS Promotion. (v)Other promotions as may be specified. (vi) The Advertiser agrees that it shall list itself under the Listing which is mentioned in Clause 6 of the Contract. (vii) Just Dial reserves the right to change the aforesaid Advertising Listing options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords. In the event the listing applied for in the Contract Form is no longer available, Just Dial shall endeavor to allot similar Listing to the Advertiser. The final decision making power with regard to Listing shall however vest in Just Dial and such decision shall be final and binding on the Advertiser.6A) VFL (Verified Listing) Package :
The terms as mentioned under Clause 6A shall only be applicable to VFL Package:
Just Dial will be providing VFL package under promotional scheme to Advertiser as per the terms as mentioned under the terms of use. In VFL package, a) Just Dial will display the “JD Verified” logo in Advertiser’s business listing. The verified logo would be visible as long as the advertiser’s business listing is active on Just Dial portals subject to the terms mentioned under terms of use. b) Just Dial for a consideration as determined and paid by the advertiser shall provide the advertising listing services under VFL package for period upto one (1) year. c) Just Dial for the purposes of disseminating information shall provide life time services under this package. The lifetime services shall be made available to advertiser provided advertiser’s business listing is active on Just Dial portals as per applicable terms of service & as per Just Dial’s business requirement. Just Dial shall not be liable in any manner to provide the services or otherwise in the event of failure on the part of advertiser’s to honour the payment for VFL package. Just Dial reserves its right to determine the listing in the event of non-payment for its services and as per its business requirement.
Notwithstanding anything contained hereinabove, all other clauses specified under “Terms of Service for Advertiser” shall remain applicable in full force to the Advertiser who has obtained services under VFL from Just Dial.“7) LISTING FEES:
The Advertiser agrees to pay a non-refundable Listing Fee for the Services, which will be determined by Just Dial at the time of entering into this contract. The (“Listing Fee”) shall be paid by the Advertiser in advance simultaneously with the signing of the Contract.8) PAYMENT MODES :
Just Dial allows the Advertiser to make the remaining payments for the Services, after payment of the Service Fee, i.e., the Total Fee excluding Service Fee (“Subscription Fee”) by way any of the following modes: (i) Cheque; (ii) Demand Draft; (iii)RTGS (Real Time Gross Settlement); (iv) ECS (Electronic Clearing Service); and, (v) CCSI (Credit Card Standing Instruction) (vi) NACH (National Automated Clearing House)It is hereby clarified that Just Dial does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with Just dial, shall be at the sole risk of the Advertiser, without any recourse to Just Dial.Payments can be made by the Advertiser either weekly, fortnightly, monthly, quarterly and half-yearly as directed by Just Dial. Just Dial shall make best efforts to activate the contract within 14 (Fourteen) working days from the date of receipt of the Service Fee into its bank account, for the respective Listing (subject to delay due to technical malfunctions). However Just Dial will not be liable in any manner for any delay in activating the contract of an Advertiser.The Advertiser hereby agrees that it shall make the payment via such mode which is mentioned on the Clause 8 of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Advertiser shall also be liable to pay interest @18 % per annum during that period.9) CONSEQUENCES OF NON-PAYMENT OF SERVICE FEE / ECS AMOUNT:
If an advertiser opt the lump sum payment mode while entering into the contract then the tenure of the contract will be equivalent to the amount paid by the advertiser.10) LUMP SUM PAYMENT MODE:
In the event the Advertiser fails to make any payment, including the Service Fee or the ECS amount, in time and as per the payment plan chosen by him, Just Dial may, in its sole discretion, suspend the Advertiser’s Listing or access to the Service, as the case may be, until necessary payments are made by the Advertiser. Further, the Advertiser agrees and acknowledges that the Advertiser shall be deemed to have waived his rights to the Service and the Advertiser’s listing for the period during which the Service and the Listing is suspended for non-payment. The right of Just Dial to suspend the Service and the Listing shall be without prejudice to Just Dial’s right to terminate the Contract for any material breach committed by the Advertiser. Advertiser hereby acknowledges that the opted position/listing will be released to other advertisers in the event of non-payment of Service fee or ECS amount without any notice/intimation from Just Dial.11) ISSUANCE OF INVOICE :
On receipt of the Service Fee and activation of the Listing thereafter, Just Dial will issue an invoice to the Advertiser containing, interalia, the following details: (i) The Total Fee including the fees paid and payable as on the date of the invoice; (ii) The Listing allotted to the Advertiser; and (iii) Description of the products and services of the Advertiser.It is hereby clarified that in the event of a conflict between the information relating to Sub-clauses (I), (ii) and (iii) above, as contained in these Terms and in the Invoice, the provisions of the invoice shall prevail.
Invoice is valid subject to realization of payment.12) PRIORITY OF INFORMATION ABOUT ADVERTISERS:
For Just Dial, providing Information that is relevant to the User is a priority. The User has to identify the location and category in respect of which he is seeking Information and Just Dial will provide such Information (subject to availability of such information) based on such choice. Amongst the Vendors who fall within the parameters identified by the User, Information about Vendors registered with Just Dial, that is, the Advertisers is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Advertisers i.e., determined on the basis of the listing selected by the Advertiser and on the basis of Total Fee to be paid by the Advertiser. Nothing contained in the Contract shall be deemed to restrict or prevent Just Dial from providing Users with Information about other Vendors whether in priority to the Advertisers or otherwise, as Just Dial may in its sole discretion determine. The Advertiser acknowledges that Just Dial 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 Advertiser.13) NO GUARANTEE OF BUSINESS:
Just Dial does not guarantee that enquiries/leads will be generated by it for the Advertiser or that any of such enquiries/leads will be converted into business for the Advertiser.14) NO MARKETING:
Just Dial is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. Just Dial’s obligation under the Contract is limited to the obligations explicitly set out herein and in no event does Just Dial undertake to generate or guarantee Enquiries or business to the Advertiser.15) INDEMNIFICATION:
Advertiser shall indemnify and hold harmless Just Dial, its affiliates, directors, officers, agents and employees from loss, or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to Just Dial and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.16) CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Advertiser shall keep any information regarding the Users of the Service (“User Information”) confidential both, during the subsistence of this Contract and after its termination. The Advertiser shall not, without the prior written consent of Just Dial, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Advertiser is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Just Dial is made aware of any such practice of the Advertiser in violation of the terms of this Contract, Just Dial shall be entitled to terminate the Contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.17) ADVERTISER OBLIGATIONS:
(a) Advertiser represents and warrants that (i) it is a bona fide business organization carrying on business in relation to the items disclosed to Just Dial; (ii) it has the rights to use the trademarks; (iii) the business carried on by Advertiser does not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by it; and (iv) all information provided about itself (Advertiser) to Just Dial, is and shall at all times be accurate, valid and complete; (v) it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Advertiser to Just Dial) to Just Dial.(vi) Advertiser shall not have right to terminate the contract upto 9 months from the date of activation of the contract. For the purpose of clarity it is agreed between the parties that Just Dial will not be liable to refund any ECS amount which has been deducted during the validity of the agreement. (b) Additional Covenants (i) The Advertiser acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Contract remains in force and that Just Dial will not entertain such grievances post-expiry or termination of the Contract; (ii) Advertiser accepts that it is responsible to cross verify and ensure filling up of all the Advertiser details including but not limited to the contact information, information pertaining to its products/services provided by the Advertiser and keep Just Dial updated in this regard. Further the advertiser shall ensure that contract Form will be free from any handwritten notes or overwriting. In the event the relevant information form is not filled completely or accurately, the Advertiser would, by default, be bound by the explanation or description of the product/service or any other details of the Advertiser communicated by Just Dial to the Users or any other third party; (iii) Advertiser hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Advertiser) and the User; (iv) The Advertiser undertakes to provide a copy of the licenses/ registrations or any other documents including but not limited to valid Identity proofs such as ration card, adhar card, pan card, passport, voter id card and residential proofs such as electricity bill, telephone bill, bank passbook etc, as required by it (Advertiser) to run the business. The Advertiser acknowledges that any breach of the covenants set forth herein may cause delay in activation, non-activation or termination of the Contract by Just Dial, at its sole discretion. Advertiser further acknowledges that Advertiser shall not be entitled for any refund, compensation, damages, expenses, interest arising of out of business loss, claims, actions, inconvenience suffered by Advertiser from delay in activation of services , non-activation of services or termination of the contract due to their (Advertiser’s) fault of not providing documents, delay in providing the relevant documents or providing incomplete documents to Just Dial. It is further acknowledged by an Advertiser that Just Dial will be at no obligation to followup with Advertiser for the documents as mentioned herein and it will be Advertiser’s sole responsibility including but not limited to share all the relevant documents confirming their identity, address and business registration details with Just Dial. (v) Advertiser hereby agrees and undertakes that during the term of this Agreement and after its termination of this Agreement (for any reason), it will not directly or indirectly forward leads/enquiries to any third party, mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert or take away any of Just Dial’s enquiries/leads. Any such conduct by Advertiser will lead to a termination of the contract and Just Dial at its discretion will initiate proceedings against advertiser before appropriate forum. (vi) Advertiser hereby agrees and confirms that during the term of this Agreement and after its termination (for any reason), Advertiser will not directly or indirectly either for itself or for any other commercial enterprise, solicit, divert, hire or attempt to solicit, divert or usurp, any of Just Dial’s employees, business or prospective users/callers. Advertiser shall not advertise or perform any solicitation, including but not limited to solicitation of users to use the services of Advertiser directly or promoting its services by any means whereby user are motivated to not to use the Just Dial website/services or to use the Advertiser website/services directly. Any conduct by Advertiser that in Just Dial’s discretion restricts or inhibits any other user/customer from using or enjoying the Just Dial services will not be permitted. During the term of this Agreement and for 5 (five) years after any termination of this Agreement, Advertiser will not directly or indirectly, in any capacity:- (a) solicit any users of Just Dial by means of providing discounts, gift coupons etc in the event users uses the website of Advertiser directly. (b) divert, entice, or otherwise take away from Just Dial the business of any user/customer, or attempt to do so, or (c) solicit or induce any user/customer to divert or reduce its relationship with the Just Dial.18) DISCLAIMER AND LIMITATION OF LIABILITY:
To the fullest extent permitted by law, Just Dial 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, Just Dial disclaims all guarantees regarding accurate Listing of the Advertiser. Advertiser understands that there may be errors in such positioning. Neither Just Dial nor the Advertiser 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 Advertiser’s indemnification obligation. Just Dial’s aggregate liability to the Advertiser is limited to amounts paid to Just Dial by Advertiser during the 12 (twelve) months immediately preceding the date of the claim. Just Dial is also not liable for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/ communicated by Just Dial conforms to the Information made available by the Advertiser or its authorized representative.19) ADDITIONAL DISCLAIMER:
Advertiser confirms that it will be solely responsible and liable for allmatters between User and the Advertiser , including but not limited to transactions entered into between such User and the Advertiser. Further, it is hereby declared that Just Dial does not verify the identity of the User of the Service and that the information provided to Advertisers is the information received from the User and will not be independently verified by Just Dial.In the event of receipt of multiple complaints from the Users regarding the Advertiser or Advertiser’s product/service, Just Dial reserves the right to discontinue the provision of Service to the Advertiser or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Contract, Just Dial may also forfeit the amount lying to the credit of such Advertiser and terminate the Contract at its sole discretion.Advertiser also agrees that at no time shall Just Dial vouch for or guarantee the performance of services or delivery of products by the Advertiser and Just Dial will not be liable for any non-payment of amounts due to the Advertiser by any User.20) TERMINATION:
The Advertiser may only terminate the Contract, by giving 3 (three) months written notice (either by email or through registered post), prior to the automatic renewal of the same, stating his intentions of discontinuing the Services.Just Dial reserves the right to terminate the Contract at any time, either with or without cause. If the Advertiser commits a breach of a material duty owed to Just Dial, Just Dial may, at its discretion, call upon the Advertiser to rectify the breach within 21 (twenty one) days of the receipt of notice, failing which Just Dial may terminate the relationship between Advertiser and Just Dial.Upon termination of the Contract, Just Dial will not be bound to delist the Advertiser as a Vendor and cease disseminating Information of the Advertiser to the Users. However upon termination, Just Dial shall have the right to delist the Advertiser without prior intimation thereof to the Advertiser.In case of technical difficulties in continuing the contract, Just Dial reserves the right to terminate the contract by giving written/oral intimation to the advertiser.Upon termination of the Contract, either by efflux of time or by determination under this Contract, the balance of the deposit placed by the Advertiser with Just Dial, if any, (after deducting payments for the period/tenure for which Services have already been provided by Just Dial) shall be retained by Just Dial. Under no circumstances, shall the Advertiser be entitled to claim a refund of amounts already paid to Just Dial.21) NOTICES:
Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by Just Dial/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.22) MODIFICATIONS TO TERMS OF SERVICE:
Just Dial reserves the right to change the terms of the Contract or the Terms of Service at any time without any prior notice to the Advertiser. Changes to the terms of the Contract 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 Just Dial. For Terms of Service with Advertiser visit http://www.placementskill.com/Terms-of-Use.23) TAXES:
Just Dial is entitled to charge the Advertiser 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 Advertiser’s relationship with Just Dial) and Advertiser hereby agrees to pay the said taxes and charges promptly without raising any objections. Advertiser also agrees that in the event the said taxes and charges are not charged by Just Dial the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection. The Advertiser further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the Advertiser for the Listing and Services rendered by Just Dial. i) All TDS deductions, form no. 16A should be sent at tds@placementskill.com ii) Advertisers fall in category of Advertisement Services under section 194C of Income Tax Act, wherein maximum TDS rate is mentioned as 2%. iii) 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 service tax.24) MISCELLANEOUS:
Just Dial’s interpretation of the Contract shall be final and binding on Advertiser.Advertiser agrees that no joint venture, partnership, employment, or agency exists between Advertiser and Just Dial and that the Advertiser is not entitled to bind Just Dial by its actions.Just Dial is subject to existing laws and legal process and nothing contained in the Contract is in derogation of Just Dial’s right and obligation to comply with the law.If any clause or part thereof of the Contract is held to be invalid or unenforceable then the invalid or unenforceable clause/ provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of the Contract shall continue in effect. Such revision to the Contract will be deemed to have been in effect from the Effective Date.Advertiser may not assign any rights or obligations against Just Dial without Just Dial’s prior written consent. Just Dial reserves the right to transfer any right or obligation against Advertiser by issuance of notice of such assignment to the Advertiser. Upon such assignment, the assignee shall be bound by the Contract in the same manner as Just Dial and Just Dial shall cease to have any liability to Advertiser. However, the Parties agree that Just Dial has an unfettered right to assign the Contract and the Advertiser is only entitled to a notice of such assignment. The Parties further agree that assignment of the Contract by Just Dial will not be subject to Advertiser’s consent.Just Dial shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism, civil labor strife, labor and transportation strikes. During a force majeure event, the obligations of Just Dial under the Contract will stand suspended.Nothing in the Contract obliges or will be deemed to oblige Just Dial to provide any credit to the Advertiser.Advertisers agrees that Just Dial reserves its right to present the payment mandates i.e. ECS / CCSI / NACH any number of times to receive its just dues / payments for the services rendered under this terms of service.25) ARBITRATION:
All disputes, differences and/or claims arising out of the Contract 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 Just Dial. The Advertiser shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of Just Dial. 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 Advertiser and Just Dial. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.26) ENTIRE CONTRACT:
These Terms, including any Annexures, along with the Contract Form 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 Contract between the Parties relating to the subject matter hereof.27) AMENDMENTS AND WAIVERS:
No waiver by any Party of any term or condition of the Contract, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Contract on any future occasion.28) INSTRUMENTS:
The contract is executed in duplicate and the advertiser has retained a carbon copy of this contract, both copies constitute one and the same contract.placementskill Messenger1. Services:
placementskill 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 Just Dial 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 placementskill 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:
You must use our Services according to our Terms and policies. If we disable your account for a violation of our Terms, you will not create another account without our permission. You must access and use our Services only for legal, authorized, and acceptable purposes.You will not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of placementskill Messenger , our users, or others, including privacy, intellectual property, or other proprietary rights; (b) 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, or otherwise inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us. (g) infringes any patent, trademark, copyright or other proprietary rights; or that violates any law for the time being in force; (H) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) 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; (J) promotes any illegal or prohibited activity,You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our users in any unauthorized manner; (g) sell, resell, rent, or charge for our Services; or (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.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:
You are responsible for keeping your device and your placementskill account safe and secure, and you must notify us promptly of any unauthorized use or security breach of your account or our Services.We verify accounts and activity, and promote safety and security on and off our Services, such as by investigating suspicious activity or violations of our Terms, and to ensure our Services are being used legally.We shall not be responsible for any harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, hateful, or racially, ethnically objectionable, disparaging, infringing, misleading, impersonating or unlawful Chat, Group Chat, Voice calls, photos, documents, Voice Tags, Videos etc., uploaded, published, transmitted, updated, forwarded or shared by you.13. Ownership of Data:
We do not claim ownership of the data or information that you submit for your account or while using our Services. You must have the necessary rights to such information that you submit for your account or our Services. You agree that we may use and disclose the information and you would be deemed to have given your consent to contact you for any business promotion of us and/or its affiliates.In order to operate and provide our Services, you grant us a worldwide, non-exclusive, royalty-free, sub licensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services.14. Our Rights:
We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our written consent.We grant you a limited, revocable, non-exclusive, non-sub-licensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.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:
You use our services at your own risk. We are providing our services on an “as is” basis without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer virus or other harmful code. We do not warrant that any information provided by us is accurate, complete, or useful, that our services will be operational, error free, secure, or safe, or that our services will function without disruptions, delays, or imperfections. We do not control, and are not responsible for, controlling how or when our users use our services or the features, services, and interfaces our services provide. We are not responsible for and are not obligated to control the actions or information (including content) of our users or other third parties. You release us, our subsidiaries, affiliates, and our and their directors, officers, employees, partners, and agents from any claim, complaint, cause of action, controversy, or dispute (together, “claim”) and damages, known and unknown, relating to, arising out of, or in any way connected with any such claim you have against any third parties. You waive any rights you may have under any applicable statute or law of any other jurisdiction.Please note we do not examine whether the any provider of goods or services is 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. We have also not negotiated or discussed any terms of engagement with any of the provider of goods or services. The same should be done by you. Purchasing of goods or availing of services from provider 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. We disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material, goods or services displayed in the search results in the Platforms.18. Limitation of liability:
We (placementskill 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 placementskill 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 placementskill 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:
Unless a mutually executed agreement between you and us states otherwise, our Term make up the entire agreement between you and us regarding placementskill Services, and supersede any prior agreements. We may ask you to agree to additional terms for certain of our Services in the future, which will govern to the extent there is a conflict between our Terms and such additional terms.Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit our Services in any country.You will comply with all applicable law of the respective jurisdictions. You will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Services: (a) to any individual, entity, or country prohibited by Laws; (b) to anyone government or non-government restricted parties; or (c) for any purpose prohibited by Laws, including nuclear, chemical, or biological weapons, or missile technology applications without the required government authorizations. You will not use or download our Services if you are located in a restricted country, or for any purpose prohibited by Laws, and you will not mask your location through IP proxying or other methods.Any amendment to or waiver of our Terms requires our express consent.we are 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. We will provide you notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Your continued use of our Services confirms your acceptance of our Terms, as amended. If you do not agree to our Terms, as amended, you must stop using our Services. Please review our Terms from time to time.All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.You will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent. Except as contemplated herein, our Terms do not give any third-party beneficiary rights.Nothing in our Terms will prevent us from complying with the law.If we fail to enforce any of our Terms, it will not be considered a waiver. 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.We always appreciate your feedback or other suggestions about our Services, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them.Terms for Digital Catalogue – B2B1. Introduction: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 usageof Just Dial’s service via Just Dial Portals. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.This Terms of Service is entered between Just Dial Limited (hereinafter referred to “We”, “Our” or “Us”) and Vendors/Business entity (hereinafter referred to “You” or “Your”). You confirm that by applying, accepting, using our B2B Market Place Service (“Service”) indicates your acceptance of all the terms and conditions of this agreement, which 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 continued use of our service following the posting of changes will mean that they have accepted and agreed to the revisions.2. Services: Just Dial 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 Just Dial’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: Just Dial may create digital catalogue for your business, free of cost as of now for your B2B Market Place service. However Just Dial 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:(i) you are a bona fide business organization carrying on business in relation to the items disclosed in digital catalogue; (ii) you have the rights to use the trademarks of business name, product images, and other details specified in digital catalogue; (iii) the business carried on by you do not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by you; and (iv) all information provided about yourself to Just Dial is and shall at all times be accurate, valid and complete and you shall be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by you to us) to Just Dial.You acknowledge that you shall be solely responsible for all materials/information and its use of Just Dial for creating for digital catalogue. You confirm that you are the absolute owner of product images, specifications, descriptions & other details for creating digital product catalogues and you have granted the unfettered right to use your business details, product images, specifications, descriptions & other details for creating digital product catalogues & website for your business. Your business details are visible on our portals. You agree that nothing in its materials/information of digital catalogue will be false, misleading, defamatory, harassing, or threatening, will constitute unfair competition or unfair commercial practice, will violate any applicable Law, or will infringe or misappropriate the Intellectual Property Rights of any third party. You are solely responsible for the activities of any contractor, representative, or any of its agents or other persons acting on your behalf in connection with this term. You will ensure that you shall comply with all applicable Law, including Law related to data protection and privacy.You acknowledge & accept that it is your responsibility to update information pertaining to your business, products/services using the online edit option available in your listing and keep Just Dial updated in this regard. In the event the relevant information is not updated accurately, you would, by default, be bound by the explanation or description of the product/service or any other details of your business communicated by Just Dial to the Users or any other third party.You undertake to provide a copy of the licenses/ registrations or any other documents including but not limited to valid Identity cum address proofs, as required by you to run the business.You acknowledge that Just Dial is basically a local search proving directory service and do not seek any fulfilment of the product / services delivered or not, and it is your responsibility to deliver the goods & services. You acknowledge that we are not responsible for the goods or services, or any dispute between you & end users. It is your responsibility to resolve any dispute or claim raised by end users. In case of any disputes you shall hold Just Dial saved and harmless from any such actions or claims that may be initiated against it. You shall also indemnify and hold indemnified Just Dial at all times against all such actions and claims.You hereby undertake that during the term, you will not directly or indirectly mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert, authorize any third party to generate automated, fraudulent or otherwise invalid enquiries, clicks or conversions, ratings, reviews, or solicit any users of Just Dial by means of providing discounts, gift coupons, or use any automated means or form of scraping or data extraction to access, query or otherwise collect listing service related information; or misuse Just Dial’s portals in any manner whatsoever. Any such conduct will lead to an immediate action and Just Dial at its discretion will initiate proceedings against you before appropriate forum.It is your sole responsibility to keep the id/password/login id safely so that no one can misuse it and do the changes in the listing visible on Just Dial portals to cause any wrongful harm to Just Dial or its users. You represent that in event the loss is caused due to your negligence, then you will bear the entire loss and Just Dial shall not be responsible for the same.You shall only access the Service as permitted by us and shall not attempt at any time to circumvent system security or access the source software or compiled code. The Service is 3 provided solely for you and you will not resell or attempt to resell the Service (or any part or facility of it) to any third party.The content is protected by copyright, trademark and other intellectual property rights, as applicable. You must not and must not permit anyone else to copy, store, adapt, modify, transmit the Content, or to distribute the Contents of digital catalogue available on our portal.You are solely responsible for any transactions of any kind entered into between you and third parties accessing or acting in reliance on the Service. You must ensure that you shall comply with all consumers and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to you.You are responsible for the security and proper use of all user identities in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.You must immediately inform us if there is any reason to believe that a user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way. We reserves the right to suspend user ID and password access to the Service if at any time we consider that there is or is likely to be a breach of security.5. Just Dial’s Obligations:Just Dial reserves the right to vary the contents of digital catalogue from time to time by adding, removing or modifying content as Just Dial thinks fit, and does not guarantee or warrant that any particular item or items of content will be available at any given time.The digital catalogue is protected under the intellectual property rights, as applicable. You must not permit anyone else to copy, store, adapt, modify, transmit the digital catalogue, or to distribute the digital catalogue to third parties, without written permission from Just Dial.You must ensure that you shall comply with all consumers and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to you.We will provide you with the Service as per the terms of this agreement and with the reasonable skill and care of a competent service provider. We will use reasonable endeavours to provide uninterrupted Service, but from time to time faults may occur, which we will repair as soon as reasonably practicable, but occasionally for operational reasons change the technical specification of the Service or for any other reason beyond our reasonable control suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency. Service will be restored as soon as possible.6. Disclaimer & Limitation of Liability:To the fullest extent permitted by law, Just Dial 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, Just Dial disclaims all guarantees 4 regarding the services and digital catalogue. You understand that there may be errors in the services. Just Dial will not 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 your indemnification obligation. Just Dial is also not liable for any claim owing to any misrepresentation of the information pertaining to you so long as the information exhibited/ communicated by Just Dial conforms to the Information made available by you or any person on your behalf.Once the Digital Catalogue contents/materials are approved by you or any person on your behalf, Just Dial does not warrant or guarantee the accuracy or completeness of any of the Catalogue Content or any further information or results which may be derived from you. You acknowledge that it is your responsibility to evaluate the accuracy and completeness of the Catalogue Content. In particular you acknowledge that Just Dial is not entitled to rely on any contents/materials of Digital Catalogue of your business as approved by you and that the use of the Catalogue Content for any purpose is at your sole risk.7. Indemnity: You shall defend, indemnify, and hold harmless Just Dial, 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 Just Dial (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 Terms or non-performance of any of its obligations;By reason of any infringement of any intellectual property rights;Any representation and warranty given by You to Just Dial under this Terms being found to be untrue, false or incorrect; orAnything done or omitted to be done by you due to its negligence, default or misconduct of you or any of your officers, directors, employees or agents.Any third party claims8. 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) Just Dial Brands; (ii) digital catalogue belong exclusively to Just Dial. 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 Just Dial. You shall not have any right to use or reproduce in any manner any intellectual property owned by Just Dial, including any trademarks, trade names, logos etc.10. Term & Termination: If you breach any conditions of the Terms or Just Dial receives any complaints against you from any one or for any other reasons, Just Dial shall have right to terminate this agreement forthwith and you shall immediately stop using our service. In addition to the termination, Just Dial 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 Just Dial is prevented by restrictions of a legal or regulatory nature from supplying the Service, Just Dial 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 Just Dial 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@placementskill.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@placementskill.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 Just Dial 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.Terms for UPIJust Dial 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 Jus Dial’s Privacy Policy and other applicable policy available at Just Dial 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 Just Dial 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. Just dial 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@placementskill.com
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