Audienceprime Terms of use

INTRODUCTION

The following terms and conditions, together with any documents referred to ("Terms of Use") incorporated herein constitute a legally binding agreement made between Way2online India Private limited (d/b/a "Digitalkites"), a company incorporated under the laws of India (hereinafter referred to as "Digitalkites", "the Company", "we", "our", "us", its successors and assigns) and whether personally or on behalf of an entity or any person (hereinafter referred to as "You" or "Yourself" or "User"), concerning Your access to and use of the www.audienceprime.com website/application as well as any other media form, media channel, mobile website related links, or otherwise connected thereto (collectively the "Site"). The Site provides the option to obtain several targeting options, insights, marketing tools, features like onboarding and a marketplace of customers, collated by Digitalkites from various partners and exchanges, enabling Users to target or prospect customers (collectively the "Services"). For greater certainty, Digitalkites shall collect email, mobile number, hashed email, hashed mobile number, advertising IDs, cookies or other related information to support or enable the User to target and prospect customers and to use the other Services of the product (collectively "data"). In order to make the Site a secure environment for the availing the benefits of the Services or use of the Company’s product 'AudiencePrime' offered by the Company, all Users are required to accept and comply with these Terms of Use.

USING OUR SERVICES
  • The Terms of Use contained herein along with the Privacy Policy (captured under a separate link), form an agreement regulating the relationship with regard to the use of the Site. These Terms of Use constitute a legally binding agreement between You and Digitalkites regarding the use of the Site. You shall be required to read and accept these Terms of Use for such Services. Therefore, it is clarified that use and access of the platform by the User constitutes an acknowledgement and acceptance by the User of these Terms of Use.
  • BY ACCESSING, BROWSING OR OTHERWISE USING THE SITE YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND SHALL BE BOUND BY ALL TERMS OF USE. PLEASE READ THE TERMS CAREFULLY BEFORE USING OR ACCESSING ANY MATERIAL, INFORMATION OR SERVICES THROUGH THE SITE.
  • IF AT ANY TIME YOU DO NOT AGREE WITH ALL OR ANY OF THE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR SERVICES OFFERED HEREIN AND YOU MUST DISCONTINUE USE OF THE SITE IMMEDIATELY.
  • Digitalkites reserves the right to revise and update these Terms of Use at any time and for any reason in its sole discretion, by posting changes at www.audienceprime.com/terms-of-use/ (or another URL that Digitalkites may provide from time to time). You are expected to keep Yourself updated with these Terms of Use. You will be subject to and will be deemed to have been made aware of and kept up to date of such revised Terms of Use. If You do not agree to the modified Terms of Use, You should discontinue use of the Site and Services.
ELIGIBILITY TO USE
  • For availing the facilities provided herein, You shall comply with the eligibility criteria before using the facilities provided by the Site.
  • The use of the Services is available only to the person who can form legally binding contract as per Your local laws or under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of respective local laws including minors, un-discharged insolvents etc. are not eligible to register on the Site or use the Services. As a minor if the person wishes to use the Site, the person shall be registered by a legal guardian or parents on the Site. Generally, a person who has attained the age of (18) eighteen years is not considered a minor. However, we advise to check Your local laws to comply with the provisions. If brought to the attention of Digitalkites that the Client registered on the Site is incompetent to contract, the Client’s access to the Site shall be disabled by Digitalkites.
  • Digitalkites reserves rights to reject or grant access to a new User or terminate the access of existing Users, at any time without prior intimation and without cause.
LICENSE TO YOU
  • Subject to the provisions of the Term of Use, Digitalkites hereby grants to You a limited, non-exclusive, non-transferable, worldwide license, solely for the purpose of enabling You to use and enjoy the benefits of Services/facilities provided herein by Digitalkites. You shall use the Site in executable format for its own use and shall not translate or modify the Site or any other Intellectual Property (defined hereinafter) of Digitalkites.
  • You agree and acknowledge that You shall not transfer or sublicense to any third party, in whole or in part, or in any form whatsoever, whether modified or unmodified. You will not (a) sell, rent, lend, lease, or distribute the license granted to You herein or any Intellectual Property of Digitalkites to any entity or third party; or (b) reverse engineer, de-compile or disassemble the software installed for the functioning of the Site.
  • Digitalkites retains ownership of the (i) Site, (ii) software and (iii) any and all Intellectual Property rights, title and interests related to the Site, including without limitation any copyrights, trademarks, patents, trade secrets or any other rights in respect to the Site or license granted herein.
LICENSE TO DIGITALKITES
  • By using the Services, You grant DigitalKites a limited, worldwide, non-transferable, non-exclusive, non-sub licensable, royalty-free license to use, reproduce, electronically distribute, transmit, , perform, display, store, archive, and make derivative works of Your data solely in order to enable You to use the Services. DigitalKites shall have the right to aggregate and anonymize Your data and to publish such aggregated and anonymized (non-personally identifiable) data or benchmark studies.
  • DigitalKites may use Your name in any of the customer lists and testimonials, solely for the purpose of identifying You as a customer of DigitalKites.
PROHIBITED USE
  • Both Digitalkites and You shall not use, copy or distribute the license granted herein except as expressly described in these Terms of Use or permitted in writing signed by an authorized representative of Digitalkites and You.
  • You shall use the Site, software or any other Intellectual Property of Digitalkites strictly in accordance with the terms and conditions provided hereto and You shall not
  • Modify, reverse engineer, derive source code, create derivative works of, disassemble or decompile the Site, software or in any way, attempt to discover or reproduce the source code, techniques, formats, concepts, methods, ideas or information contained in or used to create the same or similar Site or software;
  • Export the Site, software or any portion thereof to any person or entity in violation of any applicable law;
  • Distribute copies of the Site, software and/or electronically transfer the software from one computer to another over a network;
  • Sell, lend, lease, rent or license the Site, software or any portion thereof;
  • Use the Site to develop an application or software having the same primary function as Digitalkites software; and/or
  • Use the Site for creating/developing or structuring a software that is, directly or indirectly, competitive with or in any way a substitute for any services offered by Digitalkites.
REPRESENTATIONS AND WARRANTIES
  • Digitalkites hereby represents and warrants that:
    • It is dully incorporated under the law and it has the full power, right and authority to execute this arrangement and perform its obligations.
    • It has obtained all necessary approvals, consents, sanctions or authorizations required to enter into and perform these Terms of Use and no other approvals, consents, sanctions or authorizations of any regulatory authority or any other person are required to be obtained by it for the execution, delivery and performance of these Terms of Use.
    • The Site and all Services made available to You through this Site are provided on "as is" basis without any representations or warranties except otherwise provided in writing.
    • Notwithstanding anything contained herein to the contrary, Digitalkites does not represent and warrant the safety, effectiveness, adequacy, accuracy, availability, or legality of any of the information contained or displayed on the Site or offered through the Site.
    • The execution, delivery and performance of this arrangement does not constitute a breach of applicable laws, its charter documents or any agreement, arrangement or understanding, oral or written, executed by it.
    • You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon and agrees not to hold Digitalkites liable from any errors, omissions, or misrepresentations contained within the Site’s content.
  • User hereby represents and warrants that:
    • You shall not use the Services in a manner that it (i) infringes or violates the intellectual property rights or any other rights of any third party (ii) violates any law or regulation, (iii) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, (iv) attempts, in any manner, to obtain the password, account, or other security information from any other User, (v) violates the security of any computer network, or cracks any passwords, or security encryption codes;
    • All registration information You submit will be true, accurate, current, and complete;
    • You will maintain the accuracy of such information and promptly update such registration information as necessary;
    • You have the legal capacity and You agree to comply with these Terms of Use;
    • You are not a minor in the jurisdiction in which You reside;
    • You will not access the Site through automated or non-human means, whether through a script or otherwise.
REGISTRATION
  • You shall be required to register on Site and available only to the person who meet or fulfill the eligibility terms as specified herein.
  • You shall be required to register on Site to avail Services, the option of registration is available exclusively to the person who meets or fulfills the eligibility criteria as specified herein.
  • The registration process enables You to access the Services or use the Services. You shall be required to register on the Site by providing username, email address, name, cellphone number, password, et al. You shall be requested to upload or provide an identify proof at the time of registration or thereafter in order to comply with the legal provisions of the respective jurisdiction.
  • You shall be responsible for maintaining the confidentiality of its username/ display name and password and for all activities that occur under/ from Your account. You agree and acknowledge that it will provide accurate, complete and updated information in order to register on the Site to use the Services.
  • You further covenant that if any information is found untrue, inaccurate or incomplete or Digitalkites identifies reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in line with the Terms of Use, Digitalkites shall have the right to forthwith suspend or terminate or block Your access to Your account and refuse to provide the access to the Site.
PAYMENT
  • You may avail the Services herein by loading or crediting the wallet separately provided to You upon successful registration of Your account (hereinafter referred to as “Prepaid Wallet”). The currency of issue of the Prepaid Wallet shall be the Indian Rupees (INR) or the currency of Your respective jurisdiction.
  • You can reload the Prepaid Wallet by using only those modes of payment as enabled by us. These payment modes may be revised by us from time to time at our sole discretion. When You opt to load money into Your Prepaid Wallet, You will be required to provide certain information ("Payment Details") for the purpose of reloading. You acknowledge and agree that by providing such Payment Details, You authorise us or any third party appointed for such purpose, to reload Your Prepaid Wallet. The Payment Details You provide must be true, complete, current and accurate. We do not bear any liability for the consequences if You provide false, incomplete or incorrect Payment Details.
  • You hereby authorise us to hold, receive and deduct funds from Your Prepaid Wallet in accordance with any Services availed by You.
  • We, at our sole discretion, reserve the right to modify or alter the charges from time to time. You shall be liable to pay these applicable charges for using such Services. We will be entitled to recover the charges and the other dues at source, from the Prepaid Wallet. You will also be liable for any Government taxes or levies which may be payable on such service charges levied by us.
  • In case You want to retrieve the data from the platform i.e. AudiencePrime, for use, or are desirous to upload the data into different/third-party platforms, You shall be billed separately for such services. These services shall be billed to You directly by Digitalkites or by any third party.
INTELLECTUAL PROPERTY
  • "Intellectual Property" shall mean and include patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know how, confidential or secret processes, trade secrets, any other protected rights or assets and any licenses and permissions in connection therewith, whether or not registered or pending registrations and for the full period thereof, all extensions and renewals thereof.
  • The information provided on the Site and processes are our confidential and proprietary information, including but not limited to all text, graphics, user interfaces, visual interfaces, software, database, code, design etc. (if any), (collectively, the “Content”) on the Site is owned and controlled by Digitalkites. The trademarks, service marks, and logos contained therein (collectively, the “Marks”) are owned or controlled by Digitalkites or licensed to Digitalkites, and are protected by copyright, patent and trademark laws, and various other Intellectual Property legal laws.
  • Digitalkites owns all rights to the trademark “Digitalkites” and “AudiencePrime” and variants thereof. In addition to which Digitalkites owns all rights in the domain name including without limitation, any and all rights, title and interests in copyright, related rights, designs, know-how, trade secrets, goodwill, source code, databases, text, content, graphics, icons, and hyperlinks. You hereby promise to abide by all copyright, trademark and other intellectual property rules and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by You without the prior written consent of Digitalkites.
  • You hereby undertake that any Data shared/supplied by You which will be processed and mapped with the data of other users or third parties by Digitalkites, shall be treated as the property of Digitalkites. For greater certainty, Digitalkites shall return or delete all the primary or unprocessed data supplied/shared by You provided that it shall not be inferred at our end due to proprietary maps, logic, combined with the data of other users or third party. Upon amalgamation of the data with other available inputs, the information shall be sorted in a format separate from that shared by You and thereby shall be treated as the Intellectual Property of Digitalkites.
  • Except as expressly provided in these Terms of Use, no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Subject to the information disclosed by You at the time of registration that You are eligible to use the Site, You are granted a limited license to access and use the Site and to download or print a copy of any portion of the content to which You have properly gained access solely for Your personal, non-commercial use.
CONFIDENTIAL INFORMATION
  • You shall be bound to comply and abide with all the Terms of Use hereof and all guidelines that may be communicated by Digitalkites to You. You shall be bound to maintain strict confidentiality with respect to all information provided by Digitalkites to You including but not limited to Intellectual Property. All information shall be kept strictly confidential by You and shall not without the prior written consent of Digitalkites be divulge and disclosed to a third party.
  • You further understand and acknowledge that any disclosure or unauthorized use of Confidential Information is in violation of Terms of Use and shall cause Digitalkites irreparable harm, the amount of which may be difficult to ascertain and, therefore, You agree that Digitalkites shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or unauthorized use and for such other relief as Digitalkites deems appropriate. Such right of Digitalkites shall be exercisable in addition to the remedies otherwise available at law or in equity.
TERMINATION
  • The Terms of Use shall remain in full force and effect while You use the Site or the Services, unless terminated earlier either by You or Digitalkites in accordance with the below
  • You shall terminate Your arrangement with Digitalkites by:
    • not accessing the Site; or
    • closing / deleting Your accounts.
  • Notwithstanding anything contained herein to the contrary, Digitalkites shall reserve the right and at any time without notice or liability, deny access to use or terminate Your account for any cause or for no cause, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation if:-
    • Breach oof any provisions of the Terms of Use, the Privacy Policy or any other terms and conditions;
    • If there is a law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any non-appealable final order, decree or judgement of any court or governmental body having competent jurisdiction;
    • Any act done by You which is prejudicial to the interest of Digitalkites.
  • Upon termination by either party for any cause whatsoever, (i) Digitalkites shall remove/delete Your account and the information thereof, and (ii) access to all or portion of the offerings on the Site or with respect to the Services or any portion thereof.
  • If We terminate for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party. In addition to terminating Your account, Digitalkites reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redressal.
  • You hereby agree and acknowledge that upon termination for whatsoever cause, You will stop or refrain Yourself from using the Site or any services provided hereunder and forthwith will return all the Confidential Information, proprietary information and Intellectual Property of Digitalkites.
THIRD PARTY SOFTWARE

DigitalKites makes no warranty of any kind to You or any third party with respect to any third-party software used by You in conjunction with the Services. You are solely and exclusively responsible for all licenses and costs for all third-party software that You use. All integration and use of and problems caused by or resulting from Your use of any third-party software in conjunction with the Services is Your sole and exclusive responsibility, and DigitalKites shall have no responsibility or liability with respect thereto.

DISCLAIMER OF WARRANTIES

Except as expressly set forth herein, the Services are provided “AS IS” and “AS AVAILABLE” and without warranty of any kind. You agree that Your use of the Services is at Your risk. DIGITALKITES MAKES NO WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY OR NONINFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY DIGITALKITES AND WAIVED BY YOU. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE OPERATION OF THE SERVICES, THE OUTPUT OF THE SERVICES, OR THE RESULTS FROM THE SERVICES.

GOVERNING LAW AND DISPUTE RESOLUTION
  • All questions concerning the construction, validity, disputes, claims, enforceability or termination under these Terms of Use and Your use of the Site or any interpretation thereof are governed by and will be construed under the laws of India, without regard to its conflict of law principles, thereof, unless prohibited by law.
  • Any legal suit, proceeding or action of whatever nature arising out of, or related to, these Terms of Use or the Site, brought either by You or Digitalkites shall be commenced or prosecuted in the courts of Hyderabad, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to venue and jurisdiction in such court.
THIS CLAUSE SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
LIMITATION OF LIABILITY
  • IN NO EVENT SHALL DIGITALKITES, ITS DIRECTORS, AGENTS, AFFILAIATES, EMPLOYEES, OFFICERS OR VENDORS BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF THAT DIGITALKITES (OR ITS AFFILIATE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • WITHOUT PREJUDICE TO ANY OTHER RIGHTS, IN NO EVENT SHALL DIGITALKITES’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE SERVICE AMOUNTS PAID IN PRECEDING SIX (6) MONTHS BY YOU TO DIGITALKITES.
INDEMNIFICATION

You hereby agree and undertake to indemnify and keep indemnified Digitalkites and its representatives against all claims, demands, damages, penalties, costs or expenses of any kind which may arise against or be incurred by Digitalkites (including reasonable attorney’s fees and expenses) to the extent of direct and actual loss and/or damages adjudicated by the competent court of law, (a) as a result of any violation of these Terms of Use or privacy policies, (b) any act, omission or commission, negligence or failure to comply with Your obligations provided hereunder; (c) breach of representation and warranties set forth herein; or (d) any harmful act toward Digitalkites or any other User of the Sites.

SITE MANAGEMENT
  • Digitalkites hold and reserve the right, but not the obligation, to:
    • Monitor the Site for violations of these Terms of Use;
    • Take appropriate legal action against anyone who, in our sole discretion, violates or intend to violate these Terms of Use;
    • In Digitalkites’s sole discretion, without limitation notice or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
    • Manage the Site in a manner designed to protect its rights and property and facilitate the proper functioning of the Site.
MISCELLANEOUS
  • You can contact Customer Care for any information or help on legal@digitalkites.com. Digitalkites will definitely to the best of its abilities try resolving Your quer(y/ies).
  • Any notice required or otherwise given pursuant to this Terms of Use shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service at Way2onlineInteractive India Private Limited, Hansa Crest, Road No – 1, Jubilee Hills, Hyderabad, Telangana, India
  • If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions thereof or the whole of this Agreement, but such term or provision will be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of the agreements of the Parties herein set forth.
  • The relationship between Digitalkites and You shall be that of an independent contractor, and nothing herein should be construed to create a partnership, joint venture, or employer-employee relationship. Each party shall, at all times during the term, perform the duties and responsibilities herein without any control by the other party.
  • Digitalkites may assign, in whole or in part, of our rights and obligations to others at any time. Digitalkites shall not be held responsible for any loss, damage, delay, or failure to act caused by any cause beyond the reasonable control.
  • Digitalkites shall not be stood to perform under these Terms of Use as a result of occurrence of any Force Majeure events like acts of God, fire, wars, civil unrest, change in laws, rules and regulations or any other events affecting the performance of Digitalkites.
  • These Terms of Use constitutes the entire agreement between Digitalkites and You and supersedes any prior understanding or representation of any kind preceding the date of these Terms of Use.
  • You agree that these Terms of Use will not be construed against Digitalkites by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
I AGREE TO THE ABOVE TERMS AND CONDITIONS