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Terms And Condition

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and user agreement for access or usage of the website. 
 
1. GENERAL CONDITIONS

The website by the domain name “www.ewomen.co” and the mobile application “EWOMEN APP” (hereinafter collectively referred to as the “Platform”) are owned and managed by EWOMEN Private Limited, a company duly registered under the provisions of the Indian Companies Act, 2013 having its registered office at1005 A, IndraPrakash Building, Barakhamba Road - 110001 (hereinafter referred to as “Company”). The Platform is an online marketplace exclusively for women that enable registered women users (“Employers”) to avail/purchase services from other registered women users (“Freelancers”) that provide such services as listed on the Platform subject to the terms and conditions mentioned herein. The Employers and Freelancers shall hereinafter collectively be referred to as “Users”. The Company (“we”, “us”, “our”) is just a facilitator enabling the Employers availing services through Freelancers.  
 
This Term of Use together with Privacy Policy located at URL: www.ewomen.co  and any other terms which may apply to any other specific services together with all other notices, disclaimers, guidelines (collectively referred to as Terms of Use) appearing on the Platform from time to time constitute the entire agreement upon which You (“you” or “user” or “your” or “customer”) are allowed to access and use the Platform and avail the services. You are required to read and accept all of the Terms of Use before You may use the Platform. By visiting/accessing/downloading/using the Platform, we understand that You have fully read, understood and accepted the Terms of Use. In addition, when You use any current or future version of the Platform and/or any of its service or business or by clicking the “I Agree” button while downloading the EWOMEN APP, will constitute a symbol of your signature. You hereby acknowledge and admit that You have read, understood and agreed to the Terms of Use of the Company, as may be modified by the Company from time to time. Any amendments or variations thereto shall take effect from their date of publication on the Platform. If You do not agree to be bound by these Terms of Use in its entirety, You may not use the Platform in any way. 
 
2. SCOPE OF SERVICES 
 
(a) Through the Platform, we are providing a market place wherein it enables the Employers to post their work requirements, search for service providers i.e. Freelancers, communicate/discuss/negotiate with Freelancers to manage/complete the work and pay Freelancers through Company’s Billing and Payment Services; and on the other hand is enables the Freelances to create an online profile and  advertise their skills/capabilities to get work from the Employers, and receive payment in lieu of the services provided to the Employers through a trustworthy payment mechanism i.e. Company’s Billing and Payment Services. The Platform helps in collecting various User information and act as a facilitator between the Employers and the Freelancers. It also helps the Users in communicating and negotiating fee quotes between the Users. Being a secure and trustworthy channel, the Platform enables the Users to share and collect confidential and important information including but not limited to data, reports, text, images, sounds and video (“Content”) (as required from time to time) between the them. The above said services provided by us through the Platform are collectively referred to as the “Services”. We may add, delete or modify some or all of such Services at any time at our sole discretion with or without any notification/intimation posted on our Platform. You hereby acknowledge and agree that we reserves the right to decline our Services (fully or partly) to any you and/or any other User or to revoke the same at any stage at our sole and absolute discretion and without assigning any reason or giving any notice thereto 
 
(b) To the extent You access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. By using the Service, You agree that we may communicate with You regarding Company’s Services and other entities by SMS, MMS, emails, text message, or other electronic means to your mobile device and/or through the Platform by push notifications, reminders and alerts for the purpose of providing the Service and other information. We shall have no responsibility in any manner whatsoever regarding any promotional emails or SMS/MMS sent to You. The offers made in those promotional emails, SMS/MMS or otherwise shall be subject to change at the sole discretion of the Company and the Company owes no responsibility to provide You any information regarding such change. 
 
(c) You hereby acknowledge and agree that Service of the Company is a mere venue/platform for our Users to receive and provide professional services through our Platform, whereby Company act as a facilitator between the Freelancers and the Employers. The terms and conditions for provision of the profession services by the Freelancer and as accepted by the Employer shall be mutually decided by such Users any such transaction as entered into by the Freelancer and the Employer through the platform shall be the sole responsibility of such 
User and Company shall not be held liable for any loss, injury or damages incurred to such User(s) by such transaction.  
 
(d) Users hereby specifically acknowledge that Company does not take part in actual transaction of acceptance and provision of professional service and thus in the event of any dispute and/or claim by any User with respect to the, including but not limited to, (i) quality and/or delay in provision of professional services; (ii) incompetency and/or inefficiency of the Freelancer to provide professional services; (iii) payment, non-payment or refund against the provision of professional service by the Freelancer; and (iv) provision and/or acceptance of professional service (as a whole) through the Platform, the same shall be made against the respective Freelancer and/or the Employer (as the case may be) and not the Company.  
 
3. PLATFORM ACCESS, LICENSE AND OTHER CONDITIONS  
 
(a) Subject to the terms and conditions stated in this Terms of Use, You may access and use the Platform and any software that may be made available by the Company in connection with the Services or any mobile application(s) (future or present) (collectively referred to as the “Software”) and which contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You hereby acknowledge and agree that Company, in its discretion, at any time during the use of the Platform may not provide any part of the Services. All rights, title and interest in and to the Platform and its components will remain with and belong exclusively to the Company. You shall comply with all notices, codes of conduct and policies of the Company published in connection with the Service, and You shall promptly notify the Company if You become aware of a security breach or a potential security breach related to the Platform. 
 
(b) Subject to the terms and conditions of this Term of Use, Company grants You a limited license to access and make personal use of the Platform and not to download (other than page caching) or modify it, or any portion of it, except with express prior written consent of the Company and/or its affiliates, as may be applicable. This license does not include any resale or commercial use of the Platform or its Content; any derivative use of the Platform or its Contents; any downloading or copying of other Users account information; or any use of data mining, robots, or similar data gathering and extraction tools for unauthorised collection of data. The Platform or any portion of the Platform (including but not limited to any copyrighted material, trademarks, or other proprietary information) shall not be reproduced, duplicated, copied, sold, resold, rented, leased, transferred, assigned or otherwise be exploited for any commercial purpose without express prior written consent of the Company and/or its affiliates, as may be applicable. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company without express written consent. You may not use any meta tags or any other "hidden text" utilizing the Company or its affiliate's name or trademarks 
without the express written consent of the Company and/or its affiliates, as may be applicable. Any unauthorized use terminates the permission or license granted by the Company and/or its affiliates, as may be applicable. You are granted a limited, revocable, and nonexclusive right to use the Platform so long as You do not use the Platform in a false, misleading, derogatory, or otherwise offensive manner and in accordance with the current/applicable Terms and Conditions of Use. You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission of the Company and/or its affiliates, as may be applicable. 
 
(c) The Company reserves the right at all times to discontinue or modify any portion of this Term of Use as we deem necessary or desirable without prior notification to You. Such changes may include, among other things, the adding of certain fees or charges. We suggest to You, therefore, that You re-read this important notice containing our terms and conditions from time to time in order that You stay informed as to any such changes. If we make changes to our terms and conditions and You continue to use the Platform, You are impliedly agreeing to the terms and conditions as expressed therein. Any such deletions or modifications shall be effective immediately upon the Company’s posting thereof on the Platform. Any use of the Platform by You after such notice shall be deemed to constitute acceptance by You of such modifications. These Terms of Use, as modified or amended from time to time, are a binding contract between the Company and You. If You visit, browse, access or use Company’s Services through the Platform, You accept these Terms of Use. 
 
(d) The Platform is freely accessible to the User however; the User will have to register with www.ewomen.co and create their individual registration account/profile prior to using or obtaining any Service(s) of the Company. If You register on behalf of a business entity, You represent that business entity and (a) You have the authority to bind the entity to the Terms of Use (constituting a legal and binding agreement); (b) the address You use when registering is the principal place of business of such business entity; and (c) all other information submitted to Company during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office. Company reserves the right to verify the authenticity and status of your profile/account and take appropriate actions if found in breach of these Terms of Use.  
 
(e) This Term of Use applies to User(s) if User(s) are visitors, registered - free or paid User(s) who access the Platform for any purpose. It also applies to any legal entity which may be represented by You under actual or apparent authority. User(s) may use the Platform solely for their own personal or internal purposes. This Term of Use applies to all of the Company’s Services offered on the Platform, collectively with any additional terms and condition that 
may be applicable to the specific service used/accessed by User(s). In the event of a conflict or inconsistency between any provision of the terms and conditions mentioned herein with those of the particular service, the provisions of the terms and conditions applicable to such specific services shall prevail. 
 
4. YOUR CONDUCT 
 
You acknowledge and agree that:  
 
(a) If You use the Platform, You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if You have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorized manner. Please ensure that details You provide to us are correct and complete and inform us immediately of any changes to Your Content that You provided at the time of registration. You can access and update much of Your Content in your account area of the Platform. Company reserves the right to refuse service, terminate accounts, remove or edit content in their sole discretion. The right to use the Platform is personal and is not transferable to any other person or entity; 
 
(b) You shall not: (a)  use the Platform in any unlawful manner (including, without limitation, in violation of any data, privacy or other applicable laws) or in any manner that interferes with or disrupts the integrity or performance of the Services and/or the Platform or its components, (b) modify, adapt or hack the Platform to, or otherwise attempt to, gain unauthorized access to the Platform or networks, or (c) use the Platform to obtain or attempt to access any materials or information through any means not intentionally made available or provided for through the Services available at the Platform; 
 
(c) Payment and other details entered by You during the course of your first transaction on the Platform are securely stored by the Company to enable it to facilitate other purchases by You over the Platform. You represent and warrant to the Company that such information and Your Content is true and that You are authorized to use the payment instrument. You will promptly update your account information and Your Content with any changes (for example, a change in your billing address or credit card expiration date) that may occur from time to time. 
 
(d) Use of the Platform is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. By becoming a registered User, you agree to: (a) abide by all the terms and conditions and the processes, procedures, and guidelines described throughout the Platform; (b) be financially responsible for your use of the Platform and the purchase or delivery of services; and (3) perform your obligations as specified by any agreement that you accept, unless such obligations are prohibited by law or by the Terms of Use. 
 
(e) Company uses reasonable security measures to protect the data we receive via the Platform. However, we cannot guarantee that third parties will never defeat our security measures. You acknowledge that You are using the Platform and sharing Your Content and information at your own risk. 
 
(f) You hereby agree that, You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that You upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). Company reserves the right to access your account in order to respond to your requests for technical support. By posting or providing Your Content on or through the Platform, You hereby do and shall grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. Company has the right, but not the obligation, to monitor the Services, Platform content, your account profile and/or Your Content. You further agree that Company may remove or disable any content from the Platform at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all. 
 
(g) You must not use the Platform for any of the following: • For fraudulent purposes, or in connection with a criminal offense or other unlawful activity; • To send, post, use or reuse any material that does not belong to You; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with 
foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam"; or

• To cause annoyance, inconvenience or needless anxiety. 
 
5. RELATIONSHIPS 
 
5.1.Employer and Freelancer 
 
(a) Work Commitment: The engagement, contracting, management and completion of work are between the Employer and the Freelancer. Upon acceptance of a quote, the Employer agrees to engage, and the Freelancer agrees to be engaged and deliver, the professional services and related deliverables in accordance with the following conditions: (a) the agreed terms and conditions as communicated between Employer and Freelancer through the Platform, (b) these Terms of Use, and (c) any other content or policy uploaded on the Platform by the Company (collectively, the “Work Conditions”). You agree not to enter into any contractual provisions in conflict with these Terms of Use. Any provision or part of Work Conditions in conflict with these Terms of Use is void. Employer is responsible for managing, inspecting, accepting the services and deliverables in accordance with the Work Conditions and paying for the same within such time period as stated in the Invoice for respective service/work. Freelancer is responsible for the performance and quality of the services in accordance with the Work Conditions in a timely manner. Employer and Freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Work Conditions and agrees not to communicate directly or through any other means except the Platform. Users further acknowledge and agrees not to enter into any arrangement with such Employer and Freelancer (as the case may be) for any other future work or services, with whom such Freelancer and/or the Employer (as the case may be) have already entered into a Work Conditions through the Platform, except through the Platform or without the prior written consent of the Company. 
 
(b) Independence: Employer and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Use shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Freelancer and Employer or between Company and any Employer or Freelancer. 
 
5.2.Users and the Company

(a) General: Company is not a party to the dealing, contracting and fulfillment of any work or services between the Employer and the Freelancer. Company has no control over and does 
not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of work/service listings, the qualifications, background, or abilities of Users, the ability of Freelancers to perform services, the ability of Employers to pay for services, or that the Employer the Freelancer can or will actually complete a work or perform the required services. Company is not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between an Employer and a Freelancer. Company will not provide any Freelancer with any materials or tools to complete any work or services. Employers and Freelancers must approach solely to each other for enforcement and performance of all the rights and obligations arising from Work Conditions and any other terms, conditions, representations, or warranties associated with such dealings.  

(b) Third-Party Beneficiary of Work Conditions: Employer and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Platform depend on their performance of their covenants and agreements as set forth in their Work Conditions. Employer and Freelancer therefore appoint the Company as a third-party beneficiary of their Work Conditions for purposes of enforcing the obligations owed to, and the benefits conferred on, Company by these Terms of Use. Employers and Freelancers further agree that Company has the right but not the obligation to take such actions with respect to the Work Conditions or their profiles, including without limitation, suspension, termination, or any other legal actions, as Company in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Platform. 
 
(c) Agency: These Terms of Use and any registration for or subsequent use of this Platform by any User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between You and the Company, except and solely to the extent expressly stated in this Term of Use. 
 
(d) Taxes: Users are responsible for payment and reporting of any taxes. Company is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. You agree that You will abide by any and all applicable tax statutes and regulations.  
 
6. INVOICING

(a) Upon completion of a work/service for an Employer, the Freelancer will raise an invoice (the “Invoice”) and submit it on the Platform. Invoice must complete with all the details, including, but not limited to, hours worked and description of work/service, etc. Company 
will submit the Invoice to the Employer and the Employer shall submit the payment specified in the Invoice (“Payment”) to the Company, in a manner and form as intimated by the Company to such Employer. When an Employer makes a payment through the Platform, Company deducts the appropriate service charges/fee as described on the Platform (from time to time) and transfers the remainder of the Payment to the Freelancer within 15 days of its receipt from the Employer.     (b) If the Employer disputes any amount stated in the Invoice, the Employer will pay the entire Invoice amount within the time period as stated in the Invoice and the parties will cooperate to verify any disputed amounts. Any Invoice amount received by the Company and disputed by an Employer will not be payable to a Freelancer until such dispute is resolved. Company’s obligation to pay any payment (less applicable service charge/fee/commission) is expressly conditioned upon: (a) Company’s receipt of payment from the respective Employer and (b) resolution of all outstanding disputes with respect to such Invoice amount and/or payment. Upon resolution of the dispute, the Company will pay the settled and agreed amount to the Freelancer (less applicable service charge/fee/commission) and/or return the surplus paid amount (if any) to the Employer within 15 days upon receiving confirmation from both the parties that the said dispute has been resolved. 
 
(c) Company reserves the right, at its sole discretion, to place a hold on any such transfers (as stated above) if Company suspects that any such amount may be subject to charge back, bank reversal, failure to clear or fraud. Company will release a hold as soon as practical. 
 
(d) Company is not registered as a Financial Institution under the Companies Act, 2013 or the Banking Regulation Act, 1949 or any other laws for the time being in force in India and do not provide banking services and are not acting as trustee or fiduciary with respect to you funds/payments. 
 
7. FEES AND PAYMENT TERMS 
 
7.1.Fees payable 
 
(a) Company may charge the Employers for respective part of Services provided through the Platform at such rates and charges as displayed/intimated by the Company from time to time through the Platform. To extent the Services or any portion thereof is made available for any service charge/fee/commission, You will be required to make a payment and provide the Company, information regarding your credit card or other payment instrument. You agree to pay the Company the Invoice amount and any such amount that may be specified by the Company on its Platform from time to time and in accordance with the terms of this Term of Use. If your payment plan involves subscription payments, You hereby authorize the Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until You or we terminate your account, and You further agree to pay any charges so incurred. If You dispute any charges as charged by us, You must let the Company know within seven (7) days and after the expiry of such date any charges as levied by the Company shall not be disputable by You. We reserve the right to change prices of our Services at any time and shall be applicable with immediate effect, your continued use of the Services after the price change becomes effective constitutes your agreement to pay such amount. 
 
7.2.Payment methods  
 
(a) The Platform may support payment via following payment methods: 
 
• Online payment via Debit Card, Credit Card • Internet banking 
 
7.3.Payment Terms  
 
(a) While availing any of the payment method(s) available on the Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to: (a) Lack of authorization for any transaction/s, or (b) Exceeding the preset limit mutually agreed by You and between "Bank/s", or (c) Any payment issues arising out of the transaction, or (d) Decline of transaction for any other reason(s).

(b) User by using any of the payment methods as stated above and by making the payment through the Platform, hereby specifically authorized the Company to collect and process payment from You, in respect of service provided by the Freelancers and/or Company’s Services received through the Platform. Your relationship with the Company is on a principal to principal basis and by accepting these Terms of Use You agree that the Company is an independent contractor for all purposes, and does not have control of or liability for the respective Freelancer or the Employer.  

(c) Company acts as a payment provider by creating, hosting, maintaining, and providing the Billing and Payment Services to You via the Internet. Company does not have any control over the services invoiced or paid for with its Billing and Payment Services. Company does not guarantee the identity of any of its User nor does it control whether the Freelancer and/or the Employer will actually complete a transaction. Company is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work provided by a Freelancer as a result of a service obtained by the 
Employer. Nothing in these Terms of Use will be deemed to constitute Company as your agent with respect to any service obtained and provided by Users through the Platform, or expand or modify any warranty, liability or indemnity stated in these Terms of Use.  

(d) By using Company’s Billing and Payment Services, you expressly acknowledge that (a) Company is not acting as a trustee or a fiduciary of Employers or Freelancers and that the Billing and Payment Services are provided to Users administratively.

(e) You understand, accept and agree that the payment facility provided by the Company is neither a banking nor financial service but is merely receiving payment with respect to the Billing and Payment Services and/or for its Services as provided through the Platform by using the existing authorized banking infrastructure and Credit Card payment gateway networks. You further understand, accept and agree that any payments transferred through the Platform are not insured deposits and are subject to default, loss or forfeiture.  

(f) Company reserves the right to seek reimbursement from You, and You will reimburse Company, if Company discovers a fraudulent transaction, erroneous or duplicate transaction, or if Company receives a charge back or reversal from any Employer’s credit card company, bank, or for any reason.  You agree to and acknowledge Company’s right to investigate any and all transactions for fraud.  Further, You agree to cooperate with any reasonable requests made by Company in an effort to investigate fraud. You agree that Company has the right to obtain such reimbursement by charging your account, deducting amounts from future transfers, charging your credit card or any bank account associated with your account, or obtaining reimbursement from You by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your account/profile.

(g) Employers agree to use the Company’s Billing and Payment Services to make all payments to Freelancers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Billing and Payment Services or any associated fees. As a Freelancer, you agree to use Company’s Billing and Payment Services to receive all payments from Employers identified through the Platform, whether first-time, repeat, or follow-on. Additionally, You agree not to circumvent the Company’s Billing and Payment Services or any associated fees.

(h) As an Employer, You agree to notify the Company immediately if your Freelancer solicits payment from You outside the Platform. As a Freelancer, You agree to notify the Company immediately if your Employer seeks to pay You outside the Platform. If You are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Company’s Billing and Payment Services, please submit a confidential report to the Company at hr@ewomen.co  

(i) If, for any reason, Company does not receive payment for any amounts that You have authorized to be paid through your use of the Billing and Payment Services or other Services of the Company, You agree to pay such amount immediately upon demand by the Company. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by the Company in collecting from You the authorized but unpaid amount. In such case, Company may, at its option, stop processing any further payments made by You and apply any amounts then held by Company on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Company’s Service including but not limited to the Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

8. INTELLECTUAL PROPERTY& CONTENT ON PLATFORM

8.1 Ownership

(a) Company owns or has the required licenses to use the Platform including IP Rights which means all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefore), and all proprietary rights under the laws of India, any other jurisdiction or any treaty.  

(b) No rights, title and interest in any Platform, including IP Rights, are granted to You unless specifically agreed in this Term of Use. Company grants You a limited license to access and make use of the Platform. This license does not include any downloading or copying of the content for the benefit of any third party; caching, unauthorized hypertext links to the Platform and the framing of any content available through the Platform uploading, posting, or transmitting any content that You do not have a right to make available (such as the intellectual property of another party); uploading, posting, or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in Company’s sole discretion) an unreasonable or disproportionately large load on Platform’s infrastructure. You may not bypass any measures used by the Platform to prevent or restrict access to the Platform. Any unauthorized use by You shall terminate the permission or license granted to You by the Company.

8.2 General skills and knowledge

(a) Unless expressly stated in this Term of Use, nothing stated herein prohibits the Company from utilising any skills or knowledge of a general nature gained or created by the Company during the course of providing Services through the Platform, including, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of the Company. 

8.3 Usage data

(a) You hereby agree that, Company may publish, share or otherwise distribute, to any party the usage data, provided that such usage data is aggregated with the data from other customers/Users in a manner that does not allow usage data about the User to be separated from the aggregate data and identified as relating to the User. You acknowledge that, although the internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of the Company, and the Company shall not be responsible for any data lost while transmitting information on the internet. While it is the Company’s objective to make the Platform accessible 24X7, the Platform may not be unavailable from time to time for any reason including, without limitation, routine maintenance or if the User is out of coverage area etc. You understand and acknowledge that due to circumstances both within and outside of the control of the Company, access to the Platform may be interrupted, suspended or terminated from time to time. The Company shall have the right at any time to change or discontinue any aspect or feature of the Platform, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, the Company may discontinue disseminating any portion of information or category of information may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.

8.4 Other Restrictions

Unless expressly stated herein, You will not: 
 (a) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code, trade secrets or know-how in or underlying Platform;

(b) use the Platform for any illegal, unauthorised or otherwise improper purposes;

(c) modify or make derivative works of any part of the Platform;

(d) access the Platform in order to build a similar or competitive product or service;

(e) use the Platform in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these Term of Use (including use of content that Company determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any third party's IP Rights); or

(f) use the Platform in a way that unnecessarily interferes with the normal operation of the Platform or that consumes a disproportionate share of the resources of the Platform, or any component of it. 

(g) post reviews, comments, photos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise impermissible, injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam". You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of content. Company reserves the right (but not the obligation) to remove or edit any content that in the sole judgment of the Company violates these Terms of Use and, or terminate your permission to access or use the Platform.  

(h) You represent and warrant that You own or otherwise control all of the rights to Your Content, information that You post or You otherwise provide on or through the Platform: that, as at the date that the content or the material is submitted to the Platform: the content, the information and the material is accurate; that use of the content You supply does not breach any applicable of these Terms of Use and will not cause injury to any person or entity (including that the content is not defamatory); that the content is lawful. You will indemnify the Company and/or its affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with any of these warranties. Company has the right (but not the obligation) to monitor and edit or remove any activity or content. Company takes no responsibility and assumes no liability for any content posted by You or any third party.  

(i) You agree that the rights You grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by You to the Company, including the execution of deeds and documents, at its request. 
 
9. PRIVACY 
 
(a) You acknowledge and agree that use of the Platform, including, without limitation, information transmitted to or stored by the Company is governed by the Privacy Policy. In particular, You acknowledge, agree and consent that under the Privacy Policy, Company may collect personal information and usage data about You and disclose that information as and when required by it in accordance with the Terms and Conditions of Use. 
 
10. REPRESENTATION AND WARRANTIES 
 
10.1 Your representations and warranties 

(a) You represent and warrant to the Company that: (i) You have full power and authority to enter into this Term of Use; (ii) You own all Your Content or have obtained all permissions, releases or rights (as may be required) to obtain Services of the Company; (iii) Your Content and other activities in connection with the Platform and Company’s exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) You are eighteen (18) years of age or older.

(b) You hereby further represents that by uploading any content, statement of your financial status or your proof of residence, You have the lawful right to reproduce and distribute such content and that the content complies with all laws and is true and authentic and is not in any event placed on the Platform to defraud other parties or create a false impression in their minds that You have a sound financial status or are reasonably committed to deliver the repayments on time. You also represent that You have not ever been accused to any fraud, misrepresentation or default in repayment of any claims or monies to a financial institution or any third party and that there are no outstanding disputes in connection with your moral turpitude or financial status.

 (c) You must not post your email address or other contact information on the Platform unless permitted by the Company. You shall not communicate with Users other than the Platform for soliciting the work. Unless the Platform provides Freelancers’ contact information, Employer shall not attempt to, communicate with them for work.

(d) Freelancer must perform his/her work/services in efficient and timely manner and Employer must pay the agreed fee for the work/service without any default/delay.  10.2 Breach of Warranties (a) If You breach any of the warranties listed herein Company will have the right to immediately suspend or terminate your use of the Platform in order to prevent harm to the Company or its business and to limit any potential liability. (b) If practicable, Company will provide notice and opportunity to cure any breach. Once cured, in Company's discretion, Company will use reasonable efforts to restore your access to the Platform. 
 
11. LIMITATION OF LIABLITY 
 
(a) You expressly understand and agree that Company and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to You for any direct, indirect, 
incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, opportunity, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from use of the Platform or any related Services and other services offered on the Platform from time to time

(b) You acknowledge that Company relies on third party internet services providers and at times, actions or omissions of such third parties can impair or disrupt your connections to the internet or have an adverse effect on the Company’s Services or parts thereof and may result in presenting inaccurate data on the Platform. Although Company will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events with respect to your use of the Platform, Company cannot guarantee that such events will not occur. Accordingly, Company excludes any and all liability resulting from, or related to, such events. The Platform is provided solely on an "as is" and “as available” basis, and your use of the Platform is at your sole risk. Company does not warrant that the Platform will be uninterrupted, error-free, or completely secure.

(c) All content, links, and Services provided by the Company or our third-party service providers are provided “as is,” as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Platform by any third party and any claim in relation to the same should be raised against such third party and not us. In any case whatsoever Platform does not endorse any third party and is not responsible for (a) the accuracy or reliability of any service provided, opinion, advice or statement made through the Platform by any such third party, (b) any content provided on sites linked with the Platform or (c) the capabilities or reliability of any third party products or services obtained from a linked site.  

(d) Other than as required under applicable consumer protection law, under no circumstance will the Company be liable for any loss or damage caused by your reliance on information obtained through the Platform or a linked site, or your reliance on any services obtained from a linked site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any service, opinion, advice or other content available through the Platform, or obtained from a linked site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific opinion, advice, product, service, or other content.

(e) Under no circumstances, Company shall be liable to you for any loss of profit, loss of business, business interruption, or loss of business opportunity or anticipated savings or for any indirect or consequential loss or damage of whatever kind, howsoever caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to the Company. Further, it is agreed that Company owns no responsibility in any 
manner over any dispute arising out of transactions by any authorized/unauthorized third party using Your account/e-mail provided by You to the Company or payments made by your credit card/debit card by any third party. 
 
12. INDEMNITY AND RELEASE 
 
(a) If You have a dispute with another User, You release the Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

(b) You agree to defend, hold harmless and indemnify the Company from and against any and all losses, costs, expenses, damages or other liabilities incurred by the Company from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against the Company: (1) in connection with your use of the Services including any payment obligations incurred through use of the Company’s Billing and Payment Services; or (2) resulting from: (a) your use of the Platform (b) your decision to supply credit information via the Platform, including personal financial information; (c) your decision to submit postings and accept offers from other Users; (d) any breach of contract or other claims made by Users with whom You conducted business through the Platform; (e) your obligations to a Freelancer and/or to the Employer (as the case may be); (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any User; (h) any act or omission by You with respect to the payment of fees to any Freelancer and/or to the Company; or (i) your dispute of or failure to pay any Invoice or any other payment.

(c) You shall indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective officers, directors, agents and employees, from any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms of Use or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

(d) Under no circumstances the Company shall be held liable for any delay or failure or disruption of the content or Services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, failure by third party service providers connected to the Platform and/or by internet service providers, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. 

(e) User(s) hereby agree to indemnify and save the Company, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from your use of the Platform(including but not limited to the display of your information on the Platform) or from your breach of any representations and warranties made hereunder or any way arising from Your Content, or your other access, contribution to, use or misuse of the Services. 
 
13. TERMINATION 
 
(a) Without limiting other remedies, we may limit your activity, immediately remove Your Content and information, warn other Users of your actions, immediately temporarily/indefinitely suspend or terminate or block your account and/or subscription (as the case may be), and/or refuse to provide You with access to the Platform in the event, but not limited to:

• If You breach the Terms and Conditions of Use or other rules and policies of the Company, if any;  

• If we are unable to verify or authenticate any information You provide; or  

(b) If it is believed that your actions may cause legal liability for You, other Users or us. We may at any time at our sole discretion reinstate suspended Users. A User that has been suspended or blocked may not register or attempt to register with us or use the Platform in any manner whatsoever until such time that such User is reinstated by us. Notwithstanding the foregoing, if You breach the Terms of Use or other rules and policies, we reserves the right to recover any amounts due and owing by You to us and to take strict legal action including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against You.

(c) Termination shall not affect any liabilities incurred by a User prior to the termination or for acts performed which may result in a dispute post-termination of these Terms of Use, nor any provision expressed to survive or to be effective on termination and the obligations set out in this section shall remain in full force and effect notwithstanding termination.

(d) Without limiting our other remedies, to the extent You engage in actions or activities which circumvent the Company’s Service including but not limited to the Billing and Payment Services or otherwise reduce fees owed to the Company under these Terms of use, You must pay the Company for all fees owed to the Company and reimburse the Company for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees. 

(e) When your account is terminated for any reason, You may no longer have access to data, messages, files and other material You keep on the Platform. The material may be deleted along with all your previous posts and proposals. 
 
14. MISCELLANEOUS PROVISIONS 
 
a) Company shall not be liable for its failure to perform under these Terms of Use and the Company policies as a result of occurrence of any 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 Company. 
 
b) If any of these conditions are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.  
 
c) From time to time Company may offer special promotional offers which may or may not apply to your account. To avail of such promotional offers, You agree to be bound by any additional terms and conditions for these special offers which are laid down by the Company.  
 
d) This Terms of Use, by their nature and content are intended to survive the performance hereof by any or all parties hereto shall so survive termination. 
 
e) The User and/or its company warrants that it shall not directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract of services with any person employed by the Company. 
 
f) It is agreed and clarified that the arrangement set out by these Terms of Use and other Company policies between Company and the User is on a non-exclusive basis. 
 
g) These Terms of Use and the relationship between You and the Company will be governed by the laws as applicable in India. Any disputes will be handled in the competent courts of New Delhi, India. Either party may choose to resolve the dispute through arbitration and such arbitration proceedings shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by the Company. The place of the arbitration shall be New Delhi and the language of the arbitration shall be English. The arbitral award shall be final and binding upon the parties.  
 
h) The failure of the Company to exercise or enforce any right or provision of this Term of Use with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. 
 
i) Except as otherwise, expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use. 
 
j) You acknowledge that this Term of Use is a contract between You or your company and us, even though it is electronic and is not physically signed by You and the Company, and it governs your use of our Platform. If You are using our Platform on behalf of a business/entity, You hereby acknowledge and confirm that such business/entity accepts this Term of Use. 
 
k) These Terms of Use constitutes the entire agreement between You and the Company and governs your use of the Platform, superseding any prior agreements between You and the Company with respect to the Platform. 

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