Last Updated: August 31, 2018.
The Maityo Partner Terms and Conditions (hereinafter referred to as the “Agreement”) govern the use of www.maityo.com (“Maityo”) by any individual, Marketer, Agency, Brand, Company, Seller, Re-seller, any authorized representative (hereafter referred to as “Partner”) for their own products/ services or representing the original owner of the products/ services to avail the Maityo “Services” (as cited in Clause 1.1 (g)).
This Agreement is a legal agreement between you and Winnopro Technologies Pvt Ltd. (“Winnopro”), the parent company of Maityo. By registering as a Maityo Partner online or through electronically like, Accepting or Clicking on “Submit” or “Accept” or “Register” button in any of the Maityo web pages or its affiliated websites, you are entering into this Agreement on behalf of the Brand, Company or any other legal entity, you represent that you have the authority to bind such entity and its associate companies, brands and affiliates to this Agreement as its authorized representatives, in which case the terms “you” or “your” will represent and refer to such entity, group of entities, affiliates as well as you. Winnopro doesn’t encourage you to accept or agree to this Agreement if the legal agreement that you represent doesn’t allow, accept and agree to this Agreement.
The Agreement takes effect when you register online or electronically or through any other mode to use the “Services” offered by Winnopro on Maityo website. The Agreement describes the terms governing your use of the Maityo website and related services provided to you and any other websites controlled and operated by Winnopro or its affiliates including the reference from:
Additional Terms and Conditions that may include those from other third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
The “Winnopro” and “Partner” are hereinafter also referred to as 'Parties' collectively and 'Party' individually.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1.1 In this agreement, unless the context otherwise requires:
(a) “User (s)” means and includes: (i) persons who are registered with Maityo; and (ii) Prospective registrants of Maityo.
(b) “Force Majeure” means in relation to either Party, any circumstances beyond the reasonable control of that Party (including without limitation floods, riots, major strikes, lock out war, other natural disasters, etc.).
(c) “Intellectual Property” means any patent, copyright, design, trademark, service marks or other industrial or intellectual property right subsisting, and applications for any of the foregoing.
(d) “Confidential Information” means any information which is disclosed to the either Party pursuant to or in the connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential and/or marked as such).
(e) “Personal Information” means any information that are being shared by the Maityo users from time-to-time and it may include and not limited to: Name, Email ID, Phone No., Location, Interests, etc.
(f) “Period of this Agreement” means the duration during the Agreement holds good and as applicable from the date of entering in to this Agreement. Agreement holds valid till there is no cancellation request raised/ made from either of the parties.
(g) “Services” means and includes Online Marketing, Online Campaigns, Online Contests, Brand Showcases, Online Promotions, Surveys, Polls, Votes, etc. offered by Winnopro through Maityo website together also called and known as “Campaigns”. Any Campaign created on Maityo will be called as “Standard Campaign” by default.
(h) “Upgrade” means upgrading a Standard Campaign to either GOLD or PREMIUM Campaign category. The features and functionalities within the Dedicated Campaign Page remained the same for all categories however, the placement of the Campaign in the Home Page of Maityo website varies. PREMIUM campaigns will have the largest size of Banners displayed in the Home Page. While GOLD campaign will have a reduced size of image/ banner than the PREMIUM campaign however would be bigger than the STANDARD campaign thumbnails. Winnopro may introduce exclusive and additional benefits for GOLD and PREMIUM campaigns on a case to case basis and would be highlighted the same in a separate SOW.
(i) “Sponsored” Campaign represent those Campaigns or Contests where Partner needs to pay a certain amount to avail some Services or Features like running a Contest, conducting a Market or Customer Survey, etc.
(j) “Boosted” Campaign means represent those Campaigns or Contests where Partner needs to pay to avail some Services like brining a Campaign or Contest upfront or showcase only to targeted group of audience.
(k) “Contests” represents any campaign that announce winners and reward prizes. If the rewards are in terms of Partner’s products/ services then Partner needs to bear the cost and manage the delivery to the respective winners. If the rewards are through online vouchers, coupons, gift cards, etc. then Partner needs to pay Maityo in advance and Maityo will handle the purchase and delivery unless or other mentioned by any other terms and agreed by both the parties.
(l) “Survey” represents gathering customer feedback and insights through a proper Questionnaire. Most of the Surveys are also in the form of Contests as there would be rewards for lucky winners unless otherwise mentioned differently. Running Survey on Maityo platform also is a paid service and Partner needs to pay the requisite amount in advance.
1.2 A reference to this Agreement or another document includes any variation or replacement of either of them.
1.3 Headings are inserted for convenience only and do not affect the interpretation of this Agreement.
1.4 If a provision of this Agreement is inconsistent with the provision of another letter of intent or agreement between the Parties made before the date of this Agreement, the provision of this Agreement prevails.
1.5 A reference to a statute or other law includes regulations and instruments under it and all consolidations, amendments, re-enactments or replacements of any of them.
1.6 References (including defined terms) to the singular include the plural and vice versa and to a person includes body corporate and vice versa.
2. Usage of Maityo (www.maityo.com) Platform
2.1 Partner hereby agrees to avail the Services of Winnopro and Winnopro hereby agrees to provide the desired Services for a stipulated period or mentioned otherwise in any separate document.
2.2 The Partner acknowledges that they have independently reviewed the Services to be provided by Winnopro with respect to its scope, nature, utility etc. to the Partner and are executing this Agreement solely based on their independent review, due diligence and understanding of such Services.
2.3 The Partner acknowledges that they will strictly follow the rules, guidelines, about the usage of Maityo and at no point of time Partner will violate any services guidelines that may damage the reputation of Maityo or Winnopro or end customers.
2.4 The Partner also confirms that Winnopro or Maityo or its affiliate companies would not be responsible and should not be blamed for the market performance of the products or services that are being published or listed on Maityo.
2.5 The Partner acknowledges that Winnopro or Maityo or its affiliate companies are not liable for any losses or any damages incurred due to the listing of the products or services on Maityo.
3. Scope of Services
3.1 Winnopro shall allow Partner using Maityo to publish the Promotional and Marketing for products & services owned/ managed by Partner.
3.2 On Registering, Partner will get a direct access to a Brand Page and dedicated Campaign Page. Partners can publish as many as Campaigns (except Contests and Surveys which are PAID) as they want, however there would be a limitation with respect to no. of FREE Campaigns in the future. And all Partners would be informed regarding the same well in advance.
3.3 Any new or future SOW within the Period of this Agreement, needs to be signed and agreed by both the Parties. Henceforth, the Terms and Conditions of this Agreement shall be continued as it is.
3.4 Any existing or current SOW shall be terminated or cancelled or will be considered as completed only when the Payments/ Dues/ Associated Fees and any other Costs related to that SOW are fully paid by the Partner to Winnopro.
4. Payment and Billing Procedure
4.1 Winnopro shall be compensated by the Partner for which Partner will be billed for the provision of Services as per the Pricing and Payment Terms & Conditions shared or mentioned otherwise.
4.2 The Pricing and Payment Terms & Conditions are valid only for the registered Partners and during the Agreement period.
4.3 Any specific Discounts/ Offers would be mentioned in the particular Invoice/ Bill and will be valid and applicable only during the Offer Period as announced by Winnopro or Maityo.
4.4 Winnopro shall invoice the Partner in INR and the Partner shall make the full Payment in advance (in most of the cases) or within the Seven (7) days from the date of Invoice (in special cases) unless otherwise mentioned differently.
4.5 Partner shall be borne the Contest/ Campaign Prize Money/ Amount on a case-to-case basis. If the Parties agree to a Contest/ Campaign that shall have a Prize Value, then the Partner is responsible to clear and pay the Prize Value/ Amount to Winnopro in advance OR as specified in the SOW.
4.6 Partner also agrees to pay any additional Management Fee (as appropriate) of the Total Prize Value of the Contests/ Campaigns time to time basis.
4.7 The Standard Pricing/ Fee for the Scope of Services or Packaged Services does not include any applicable Taxes. Winnopro shall add all the applicable taxes in the Invoice as per the Government of India’s Laws and Rules.
4.8 Some Services are licensed on a monthly or annual subscription basis for that Partner needs to for the Service in advance. Partner needs to read the details carefully before applying for any services/ subscriptions.
4.9 Partner agrees to pay the amount with one of the options like – Online Banking, Credit Card, Debit Card, Net Banking, any recognized/ authorized UPI payments app or otherwise mentioned about any other payment options.
4.10 All Paid services to be paid in advance by the Partners unless and otherwise mentioned or agreed to through any other agreements.
5. Duties of the Partner
5.1 The Partner shall abide by all the Terms and Conditions as specified in this Agreement and shall take due care and diligence to cultivate and maintain good relations with Maityo Users in accordance with sound commercial principles.
5.2 The Partner shall be responsible to obtain necessary licenses, permits and the like from the concerned statutory, local bodies or third party in respect of the Partner’s listings/ activities (promotion, surveys, polls, campaigns, contests, etc.) published on Maityo website under these presents and ensure its continued validity and strict compliance thereof.
5.3 The Partner shall be responsible and accountable for quality, warranty, accuracy etc. of the product, services, campaign, contests, promotion, offer, deals, event, etc. listed on the Maityo or provided to Winnopro for availing the Services under this Agreement. The Partner acknowledges and warrants that Winnopro shall not have any responsibility/ ownership/ liabilities of whatsoever natures in respect of such listings/ activities on Maityo.
5.4 The Partner warrants that the trademarks, copyrights, designs and other IPRs used in the listings/ activities on Maityo and/or as provided to Winnopro for availing the services under this Agreement are the properties of the Partner or its client/ principal; and /or the Partner or its client/principal has full legal right to use such trademarks, copyrights, designs and other IPR. The Partner acknowledges and warrants that Winnopro shall not have any responsibility/ ownership/ liabilities of whatsoever natures in respect of any claim regarding such trademarks, copyrights, designs and other IPR used or provided by the Partner.
5.5 The Partner warrants and assures that it is legally authorized and competent to use the Services under this Agreement in respect of the products, services, campaigns, contests, promotion, offer, deals, events, etc. listed on Maityo for their own benefits or managing on behalf of their end clients/ partners.
5.6 The Partner confirms and agrees that it will provide all the details for a contest/ campaign to publish and to make it live on Maityo as per the Template/ Requirement Sheet shared with the Partner. The details may vary from Partner to Partner and Campaign to Campaign and may include the following and not limited to:
Campaign Media Files (images, banners, etc.)
Media Content (Video clippings/ links, etc.)
Survey Questionnaire (if any)
Poll Details (if any)
Contest Prize Value and Details
Contest Prize Value Payment, etc.
All these shall be shared/ confirmed by the Partner at least 48 hours prior to the launch date of such listings of the Contest/ Campaign. Any delay in this regard may lead to a delay in Contest/Campaign start date. Winnopro or Maityo or any affiliate companies are not liable for this delay and any losses/ damages due to this.
5.7 The Partner shall provide the complete details, materials, prized goods in respect of any listing or towards the prizes of any contest on Maityo at least 48 hours prior to the launch date of such listings or prizes of the contest. All the costs regarding the prize of the contest like cost of items distributed, distribution / logistics cost, purchase of gifts or shopping vouchers or online coupons, etc. shall be solely borne by the Partner unless or otherwise mentioned or agreed through a separate agreement.
5.8 The Partner shall own the contest prizes from time to time basis and would be primarily responsible to deliver or handover the prizes (physical goods/ items) to the respective owners unless otherwise there is another agreement or a mutually agreed decision to transfer the Contest Prize ownership to Winnopro to complete the formalities to deliver the Prizes to the winners. All such decisions to be made atleast 48 hours of the start date of the Contests by both the parties (Partner and Winnopro).
5.9 The Partner shall abide by the Payment Terms mentioned in this Agreement and any delay or non-payment will result in Master Service Agreement cancellation and also, the Partner is liable to pay for any losses of Winnopro or any dues or balance amount to be paid.
5.10 Any legal disputes or criminal charges against the Partner or Partner Authorities (Owner, Promoters, Investors, etc.) or the Company as a whole, or any of the Partner’s clients for that matter, due to which at any given time during the Period of this Agreement, if Winnopro or Maityo incurs any financial losses or reputational damages, it is the Partner’s responsibility to minimize and reduce the losses or reputational damages and also, who will be liable to bear the cost or losses. Any compensation in this matter would be negotiated and agreed by both Parties at mutual consent.
5.11 Partner is responsible for all the published content (“Content”) on Maityo through upload, post or store options to use the Services. You grant & authorize Maityo to publish royalty-free, non-exclusive license of the content that you publish to host on Maityo. You are responsible for any lost or unrecoverable Content published on Maityo. You must provide all required and appropriate warnings, information and disclosures across all your Campaigns published on Maityo. Maityo is not responsible for the Content or data you upload or publish on Maityo. You agree not to use, nor permit any third party to use, the Services to upload, publish, post, distribute, link to, reproduce, engage in or transmit any of the following, including but not limited to:
Fraudulent, illegal, defamatory, pornographic, obscene, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law
Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy
Virus, Trojan horse, worm or other disruptive or harmful software or data
Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
5.12 Partner agrees to publish only the authorized, legitimate and approved content on Maityo. Partner is liable to face legal consequences if any content that violates any brand’s Copyrights and Intellectual Property Rights when promoting on Maityo.
5.13 Partner agrees to provide all the information with regards to Company Profile and Brand Profile in a legitimate manner and if found guilty then Winnopro/ Maityo has the full rights to cancel the Partner Registration.
5.14 Partner has to provide and update the Payment Options and Credit Card or Debit Card details through secured manner to avail the Paid Maityo Services like Contests, Survey, Upgrading the Campaigns, Sponsoring the Campaigns and Boosting the Campaigns.
5.15 Partner agrees to release and deliver the committed Rewards and Prizes that are being managed and owned by Partner or its associates within a maximum limit of 30 days. Further, in every Campaign or Contest where there is a reward, Partner needs to mention clearly all the Dates including the Winner Announcement and the Prize Delivery Dates.
5.16 If any dissatisfaction or complaints raised by any consumers or end users regarding a Brand/ Company/ Product/ Service, it’s the responsibility of Partner to look into the matter and to resolve the issue without damaging the reputation and financials of Maityo and Winnopro.
5.17 Partner confirms that all the information shared and saved with respect to their company or brands are true and correct in all nature. Further, Partner also agrees to confirm and update the Payment options and details as required.
6. Intellectual property
6.1 All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, videos, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced or published by Partner or Winnopro for the benefits of Partner under this Agreement or through any separate SOW would still be the property of the Partner or its client/ principal provided: (1) such Work Product is accepted in writing by the Partner within 30 days of being proposed; and (2) Partner pays all fees, costs and consideration, associated with creating and, where applicable, producing such Work Product, to the Winnopro. Unless and otherwise, if any Work Product that does not meet the two foregoing conditions shall remain Winnopro’s property.
6.2 Notwithstanding the foregoing, it is understood and agreed by the Partner that Winnopro may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the terms of the license. In such instances, Partner agrees that it remains bound by the terms of such Licenses. Winnopro will keep Partner informed of any such limitations and terms.
6.3 Partner hereby authorizes Winnopro/ Maityo or its associate companies, partners or agents to use the Partner’s or its client’s trademarks, copyrights, design, IPRs, etc. on or in relation to the provision of Services by Winnopro under this Agreement. A Partner who is hired by another Company, represents and warrants that they are authorized by their Clients (Company) to permit Winnopro to use client’s trademarks, copyrights, design etc. as per the terms of this Agreement.
7.1 Each Party shall at all times during the continuance of this Agreement and after its termination, keep all Personal and Confidential Information at the utmost confidential and accordingly not disclose any Confidential Information to any person or other third parties.
7.2 Any Confidential Information may be disclosed by the Party to:
7.2.1 Any governmental or other authority or regulatory body, or
7.2.2 Any employee of such Party,
to such an extent only as is necessary for the purposes contemplated by this Agreement or as is required by law and subject in each case to the disclosing Party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
7.3 Any Confidential Information may be used by the Party for any purpose or disclosed by the Party to any person to the extent only that it is necessary for, the performance of the Services, or for complying with any law or order of a statutory or government authority including courts or tribunals.
8. Protecting Users Personal Information
8.1 Both the Parties shall at all times during the continuance of this Agreement agree to maintain utmost care for Maityo Users Personal Information (UPI) and Data. The UPI Data include and not limited to: Name, Email ID, Phone No., Location, Interests, etc.
8.2 Both the Parties agree to respect and protect the User Personal Information (UPI) and Data from any misuse and leaking/ sharing to any third parties
8.3 Both the Parties can gather and receive User Personal Information and Data only with the Consent of the Maityo users (e.g. through a Survey/ Contest where the Users may be asked to share the information to be eligible for some benefits when purchasing a product/ service outside of Maityo).
8.4 Parties may reach out to any User without prior intimation/ notice to announce/ communicate the Contest Prize and also to validate the Email ID/ Phone No. to hand over the Prize Money/ Gift either through an Online (emails, etc.) or Offline (through courier, etc.) mode.
8.6 Winnopro may use the Email IDs to contact ONLY those Subscribed Users (who have Subscribed through Maityo platform) to share the details (new updates, relevant content, newsletters, announcements, etc.) and also, to connect with the Brands to avail some offers/ deals on a time-to-time basis.
8.7 Winnopro may share the Users Contact Details with a Partner only through a prior consent made with the End Users to avail special benefits (like, Discounts, Offers, Deals, etc.)
9. Force Majeure
9.1 If either Party is affected by Force Majeure it shall forthwith notify the other Party of the nature and extent thereof.
9.2 Neither Party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Party and the time for performance of that obligation shall be extended accordingly.
9.3 If the Force Majeure in question prevails for a continuous period in excess of one month the Parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
10.1 This Agreement can be terminated in any (one or multiple) of the below circumstances:
(a) If either party has failed to remedy a breach of this Agreement within thirty (30) days of written notification of such breach by other party to such defaulting party. The non-defaulting party shall be entitled to terminate this Agreement without further reference or notice to the defaulting party.
(b) Notwithstanding any other provision of this Agreement, either party may terminate this Agreement without cause on thirty (30) days written notice either through Electronic mode (Email, etc.) or through Courier.
(c) Winnopro reserves the right to cancel this Agreement with any Partner if they are found guilty or if Winnopro realizes that the Partner using the Services for an illegal, unapproved or defective products or services.
(d) Winnopro also reserves the right to cancel this Agreement with any Partner if they violate any agreement or laws with the other parties who may be the Brand owner for which the services are hired on Maityo.
(e) Winnopro also reserves the right to cancel this Agreement with any Partner if they are unable to Pay the Service Fee or unable to clear any dues or pending amount to be paid.
(f) A Partner can write to Winnopro at any time to close this Agreement and in that Winnopro will review the request and accept the request. Subsequently, all the relevant Campaigns and Content will be removed from Maityo website.
11. Consequences of Termination
11.1 Upon the termination of this Agreement for any reason:
(a) The Winnopro shall within 24 hours send to Party or otherwise dispose of, at the cost of the Partner, in accordance with the directions of Partner all material on which Partner has unconditional ownership under this Agreement.
(b) The Winnopro shall stop the provision of Services under this Agreement with immediate effect. Subsequently, Partner will lose the access to Maityo portal and all other associated websites.
(c) The Partner shall ensure that the full amount of consideration as agreed under this Agreement or through any SOW for the provisions of Services is being paid to Winnopro immediately. No amount shall be deducted or discounted from such consideration amount on the ground of early termination of this Agreement.
(d) If the full amount of consideration has been paid by the Partner to Winnopro before the early termination of this Agreement then the Partner would not be entitled to get refund of such consideration amount or a part thereof and the same shall be retained by Winnopro in full.
(e) The provisions of clause as to Confidentiality and Indemnity shall survive such termination and shall continue to be in force in accordance with its terms and conditions for a period of Three Year from the date of termination of this Agreement.
(f) Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination neither Party shall have any further obligation to the other under this Agreement.
12.1 The Partner hereby agrees to indemnify and keep indemnified Winnopro in the event of Winnopro suffering or incurring any liability or loss on account of the Partner or its employees / client negligence or otherwise in the performance of duties under this Agreement. The Partner shall make good all losses, costs, charges, claims and/or expenses which Winnopro may incur or suffer on account of such negligence in the performance of such duties by the Partner or its employees / client.
12.2 The Partner shall indemnify and keep indemnified Winnopro against all actions, losses, damages, costs, charges and expenses which Winnopro may suffer as a consequence or fraudulent acts of omission or commission or any misrepresentation made by the Partner or its employees / client in the course of dealings with Winnopro, Users or other third party.
12.3 Winnopro shall not be responsible for any statements or warranties or claim or quality assured by the Partner or its clients to the User of third party and the Partner shall indemnify and keep indemnified Winnopro against all actions, losses, damages, costs, charges and expenses which Winnopro may suffer because of any such statements or warranties or claim or quality assured by the Partner or its clients to the User or third party.
12.4 The Partner acknowledges that Winnopro may take steps (including claiming liquidated damages and, or, proceedings in law or in equity for an injunctive relief and for specific performance) necessary to protect its rights, intellectual property, Winnopro’s Confidential and secret information.
12.5 The Partner hereby agrees to indemnify and keep indemnified Winnopro in the event of Winnopro suffering or incurring any liability or loss on account of the deficiency or defects in service or product of Partner or its client to the User or third party. The Partner shall make good all losses, costs, charges, claims and/or expenses which Winnopro may incur or suffer on account of such deficiency or defects in service or product of Partner or its client.
12.6 The Partner hereby agrees to indemnify and keep indemnified Winnopro in the event of Winnopro suffering or incurring any liability or loss on account of the Partner’s incapacity, illegal, unauthorized usage of the Services under this Agreement in respect of the products, services, campaigns, contests, events etc. listed on Maityo.
13. Nature of Agreement
13.1 Winnopro shall be entitled to exercise any rights granted to it under this Agreement or the general terms and conditions of the Services availed under this Agreement.
13.2 This Agreement is personal to the Partner which may not, without the prior written consent of Winnopro be assigned, mortgaged, charged or disposed of or any of the rights hereunder or sub-contract or otherwise delegate any of its right hereunder. Notwithstanding the foregoing, Winnopro may assign this Agreement to its associates, affiliates or any third party without requiring any permission from the Partner. Winnopro shall inform the Partner within thirty (30) days of any such assignment.
13.3 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee between the two parties.
13.4 This Agreement together with ANNEXURES (if any) thereof and the general terms and conditions of the Services availed under this Agreement contains the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings between the Parties with respect thereto and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
13.5 Partner acknowledges that in entering into this Agreement it does not do so on the basis of and does not rely on any representation, warranty or other provision except as expressly provided herein and all conditions warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
13.6 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof.
14.1 All notices referred to in this Agreement shall be in writing and shall be deemed to be properly given and served on the Party to whom such notice is to be given if sent either by fax or courier to the Party at the addresses first above mentioned.
14.2 Either Party may from time to time designate by written notice to the other Party a substitute address which it desires to be used for availing the services. Service of any notices may also be made personally.
14.3 Partner allows and permits the Winnopro who shall notify and inform the Partner for any new products/ services introduced by Winnopro related to the services that are being purchased or Subscribed by the Partner.
15.1 Winnopro may, but has no obligation to, monitor content published by Partner on the Maityo platform to avail the Service. The Content may also be used to provide measurement, analytics to help Partner achieve their goals.
15.2 Winnopro may disclose any information necessary to satisfy their legal obligations, protect Winnopro or its customers, or operate the Services properly.
15.3 Winnopro in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
15.4 Winnopro may be required by law to send you type of communications about the Services or third party products. You agree that Winnopro may send these communications to you via email, SMS or through websites.
15.5 Winnopro reserves the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by any other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
15.6 Winnopro has the right, in its sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on our website hosting the Services. Note that we may modify the features and functionalities of the Services. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
15.7 Winnopro has the full ownership and control of the end users who register on Maityo. Winnopro has the right to store and use the end users data to improve the Service and to offer better experience to the end users. Partner has no right to ask for any kind of authorities or rights or control for end users data.
15.8 Winnopro has the rights to cancel or close a Partner Registration without any prior notice and Partner has no right to object or claim any recovery or damages due to the cancellation.
16. Usage of Data
16.2 Public Data: As a User you may have the opportunity to share your data, Content, or ways in which you manage the data (“Account Content”) with other Users, other Winnopro customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Winnopro, for information and guidance purposes only, and Winnopro and such User are not responsible in any way for your use the Account Content.
16.3 Winnopro may use the end Users behavioral data to provide Service related measurement reports. The data used would be anonymous and Winnopro will never share the end Users details without their consent or permission.
17. DISCLAIMER OF WARRANTIES
17.1 YOUR USE OF MAITYO, SERVICE, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WINNOPRO, ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. WINNOPRO AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF REPUBLIC OF INDIA. ANY IMPLIED WARRANTIES IN RESPECT TO THE MAITYO SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
17.2 WINNOPRO, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
17.3 LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF WINNOPRO, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WINNOPRO, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF MARKETING GOALS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF MAITYO SERVICE THAT DOES NOT MEET WINNOPRO GUIDELINES. THE ABOVE LIMITATIONS APPLY EVEN IF WINNOPRO AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WINNOPRO, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF REPUBLIC OF INDIA AND FOR THE AVOIDANCE OF DOUBT WINNOPRO DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
18.1 Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 and the award made in pursuance thereof shall be binding on the parties.
18.2 The arbitral tribunal shall comprise of three arbitrators ("Arbitral Tribunal"). Each Party shall appoint one arbitrator and these appointed arbitrators shall appoint the third arbitrator. The venue of the arbitration shall be Bengaluru and the proceedings of the arbitration shall be conducted in English. Any award made in such arbitration will be final and binding on the Parties and judgment thereon may be entered in any Court of competent jurisdiction.
19. This Agreement is the entire agreement between you and Winnopro and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Winnopro. However, Winnopro may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Winnopro or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Winnopro via an email to: email@example.com.
20. Applicable Laws & Jurisdiction of Courts
20.1 This agreement shall be governed by the laws of India and the state laws as may be applicable.
20.2 It is agreed by and between the parties that in respect of any suit or legal proceeding arising out of this agreement only the courts at the city of Bengaluru shall have jurisdiction to the exclusion of all other courts.