Terms of Use

PLEASE READ OUR TERMS AND CONDITIONS CAREFULLY.

YOUR ACCESS TO AND USE OF THE MOWIZE SOFTWARE AND/OR OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (hereinafter referred to as the "Terms").

These Terms set out our and your legal rights and obligations in relation the Software (defined below) and the Services (defined below). You will be asked to agree to these terms and conditions before becoming a subscriber/user.

You should print a copy of these terms and conditions for future reference.

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE "SUBMIT" OR "ACCEPT" OR "I AGREE" BUTTONS, SIGNING, USING THE MOWIZE SOFTWARE OR OUR SERVICESOR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU (A) AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION; (B) AGREE TO BE BOUND BY THIS AGREEMENT; (C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING AND SUBSCRIBING TO THE MOWIZE SOFTWARE AND OUR SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (D) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

The Terms shall be deemed to have been accepted by you whenever you use the Software or any of our Services. By using the same, you agree that you have read, understood and are bound by the Terms. You are requested not to use the Software and/or Services, if any of the terms and conditions contained in these Terms is unacceptable to you or if you do not wish to be bound by these Terms.

In these Terms, references to (i) "you", "User", "your" shall mean the user/subscriber receiving the access to and using the Software and/or any of the Services offered and provided by us and (ii) "we", "us" and "our" shall meanP Cube Mobility Private Limited, a private limited company incorporated under the Companies Act, 2013, having its registered office at House No. 579 Sector 19 Faridabad - 121002, Haryana and corporate office at 6006, Unit No. 206, Opposite Super Mart I, DLF Phase IV, Gurgaon - 122002, Haryana.

1. Definitions

• "Agreement" means all the terms and conditions inscribed hereunder these Terms, together with the Privacy Statement and Refund and Cancellation Policy available at the Mowize Website, any other policies that may be notified from time to time and any disclaimers that may be available on the Mowize Website, shall constitute the agreement between us and you on the Effective Date. If you are accessing and using the Software and Services through our mobile applications, then this Agreement will continue to apply to such access and use as well.


• "Authorised User" mean any party who is authorised by you to share and use the Subscription for the Term that you have subscribed for. It may be noted that for every Subscription that you opt for, there could be a maximum of only one Authorised User on your behalf.


• "Effective Date" means the date that the Agreement comes into force once you sign up, choose and pay for your selected subscription plan as described in Clause 5 including the use of the free version of the Software offered by us, for trial purposes / the date of execution of the Agreement.


• "Initial Term" means therespective initial period of the subscription plan selected and paid for, by you, out of the various subscription plans described in Clause 5.


• "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, logos, unfair competition rights, patents, petty patents, utility models, and rights in designs).


• "Mowize Website" means www.mowize.com.


• "Renewal Term" means the period described in Clause 13.


• "Services" mean the services we provide to you to enable you to use the Mowize Software, including set-up and support services and which you can find in more details in the Mowize Website or our mobile applications.


• "Software" or "Mowize"or "Mowize Software" mean the online software application(s), a personal financial management tool, provided by us as part of the Subscription, for your use and online storage for Your Data, alongwith its related documentation and written materials, if any. This software may be updated from time to time during the Term by us.


• "Subscription" means any subscription plan selected and paid for, by you from the various subscription plans described in Clause 5 (including the free version offered by us), which entitles you to use the Software and receive the Services and entitles your Authorised User to use the Software and receive the Services during the Term.


• "Your Data" shall mean all data of yours in the Software, and other data fed by you and your Authorised User, or by us on your behalf during the Term.




2. Agreement


The offer for use of the Software and the Services on the Mowize Website and our android and iOS app constitutes an "invitation to treat"; and the User's actual Subscription for the Software and the Services constitutes a contractual offer. No contract will come into force between us and the User unless and until we accept the User's Subscription in accordance with the procedure detailed in this Clause 2.




In order to enter into the Agreement, the User must take the following steps:



• you must consent to the terms of these Terms;
• to use the Software and the Services, you are required to create an account with us on the Mowize Website ("Account"). You are solely responsible for maintaining, securing, updating, and keeping strictly confidential all login IDs and passwords; and for all access to and use of your Account by you or any third party. As a part of this registration process, you must
  
  (i) provide certain current, complete and accurate information about you with respect to your Account and
  (ii) maintain and update this information as needed to keep it current, complete and accurate. Not providing requested information may prevent you from obtaining the Services and access to the Software. The Subscription is not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18. If we discover that any of your Account information is inaccurate, incomplete or not current, or if we determine, in our sole discretion, that you are not an appropriate user of the Subscription, we may terminate all rights to access, receive, use and license the Subscription immediately upon notice. Your assent to these Terms constitutes your express understanding and agreement that when personal data is provided to us, such data will be processed in India or outside either by us or by any party acting on our behalf or any such service provider with any other place of processing that we may select in future. Any personal data collected from or about users or licensees in connection with the Software and the Services, through the Mowize Website or app, or otherwise under these Terms, will be maintained and processed in India or outside either by us or by any party acting on our behalf, as our Services, Software and Mowize Website are provided via equipment and other resources located in places outside the territory of India. Our Privacy Statement describes how personally identifiable information may be collected, used and disclosed.


3. Rights of Access, Use and Restrictions


Subject to you paying for the Subscription in accordance with 5, the restrictions set out in this Clause 3 and the other terms and conditions of the Agreement, we hereby grant you a non-exclusive, revocable, limited, non-sub-licensable and a non-transferable license to use and have access to and to permit your Authorised User to use and have access to the Mowize Software and to receive the Services during the Term for which the Subscription has been availed by you.




You hereby acknowledge that your access to and use of the Software and the Services will be web-based and app based only. The Software will not be provided to you in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment owned or otherwise controlled by you. Instead, the Software will be owned and operated by us and accessed and used by you and your Authorised User through the use of Mowize Website or our android or iOS mobile app.




The Software serves solely as an auxiliary tool for personal financial management of the User's financial resources, investments and data content, as an attempt to optimize its personal finances. We exercise no control and do not guarantee any consequence, result or achievement deriving from usage of the Services, Software, and/or any feature thereof, and any and all data, tool and/or information provided through or embedded in the Services and/or the Software shall be construed solely as a non-binding recommendation made for the benefit of the User. The final decision whether or not to use such recommendation shall be made by the User. The User is aware that some of the Software modules are based on statistical analysis. Therefore, the Software and the use of the Services cannot guarantee any definitive results or consequences, but solely provide non-binding recommendations to User with respect to optimization of its finances.




As a condition of the license granted in this Clause 3, the User shall not itself and shall not authorize or permit any third party including the Authorised User to: (a) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Software (except and only to the extent any foregoing restriction is prohibited by applicable law); (b) modify, adapt, or create any derivative works based on the Software; (c) distribute, sell, license, lease, transfer, or otherwise provide the Software or any of the Services to third parties except as expressly provided in this Agreement; (d) provide the Software as a service to unaffiliated third parties, including but not limited to a service bureau, SaaS, or time-sharing basis; (e) unbundle any component or feature of the Software; or (f) use the Subscription or Software to store or transmit malicious code or infringing, libelous, unlawful or tortious material or (g) misuse the Subscription in any manner or whatsoever; (h) not to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (i) to use the Services and the Software for any illegal purposes including but not limited to the infringement of any intellectual property right, and impersonation or misrepresentation; (j) to delete from the Software, any web site used in connection with the Services and Software, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that you do not own or have express permission to modify; (k) to use the Services and Software to interfere or disrupt networks connected to the Service and Software; (l) to upload illicit content (documents, photo, videos or others) in your Account or share it with others through Mowize Software or Services; and (m) send unsolicited communications, promotions or advertisements, or spam.




Further, the use of the Services and the Software by you is subject to these Terms and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing laws rules and regulations mentioned hereinabove).



4. Software, Services, Modifications and Updates


You understand and acknowledge that our or our supplier's proprietary services and products are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Your license to use the Software and Services is automatically revoked if you violate the Terms stated in this Clause in a manner that implicates our Intellectual Property Rights. We hereby reserve all rights not expressly granted in these Terms.




Our Service may update the Software on your device automatically when a new version is available. Our connection-aware automated update feature will continue to download software updates and upload changed documents from your devices when connected. You should logout of the desktop or mobile application if you'd like to stop any such data transfer.


Modifications
• Software and Services

  We are constantly changing and improving our Services and the Software. We may add or remove a few functionalities or features, and we may suspend or discontinue the Services or the Software altogether. Please understand that we are under no obligation to inform you of the updates. All the Terms will be applicable to the updates unless we indicate otherwise.

• Terms

  We reserve the right to revise these Terms from time to time and the most current version will always be posted on the Mowize Website. If a revision, in our sole discretion, is material we will notify you (for example via email/SMS to the email address/Phone number associated with your Account). Changes will not apply retroactively and will become effective immediately. If you do not agree to the modified terms for a service/product, you should discontinue your use of that service/product. We shall not be liable to you or any party for any loss and damage caused should we exercise our right to amend these Terms or modify or suspend the Service or the Software.

  Third Party Services

  The Software may contain features designed to interface with applications or services provided or made available by third parties ("Third Party Services"). If the Third Party Services are no longer available or if the applicable third party provider no longer allows the Third Party Services to interface with the Software, then such features will no longer be available or function in the Software. We disclaim all warranties, indemnities, obligations, and other liabilities in connection with any interface or integration with the Third Party Service. Further, we disclaim all warranties, indemnities, obligations, and other liabilities in connection with any Third Party Service.

  Third Party Content

  We or third parties may provide, links to other websites or resources. You acknowledge and agree that we are not responsible and liable for the availability and accuracy of such external websites or resources. We do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources. You are solely responsible for your use of any such websites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.



5. Subscription, Fees and Payments


All the subscription plans offered by us are available on the Mowize Website. In order to understand our subscription plans in detail, you are requested to click on the link below:




https://mowize.com/pricing




We reserve the right to revise the Subscription fees and any other fees which are expressed to be "subject to assessment" on our policies after the Effective Date.




You will be required to pay the fees for any Subscription selected by you, in advance. The fees may be charged from you either on monthly, quarterly or yearly basis, as per our fee policies in existence currently, the same being subject to change from time to time.




On or before the Effective Date, you will provide us with the all relevant, valid, up-to date and complete contact and billing details, as required by us once your Account has been registered with us and before using the Subscription.




On the Effective Date, the fees shall be paid in advance for a Subscriptionfor the Initial Term and if the Agreement is renewed under Clause 13, in advance for each Renewal Term.



6. Your Data and Accountability


You will own all rights, title and interest in and to all of Your Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.You retain full ownership of any ownership/intellectual property rights that you hold in your content and we don't claim any ownership to it except for the limited rights that are needed to carry out the Services.




We may need your permission to do things you ask us to do with your content, for example, hosting your files, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need, to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon Web Services (AWS), which provides Mowize with storage space (again, only to provide the Service).




In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore Your Data from the latest back-up maintained by us in accordance with our archiving procedure. We will have no responsibility to you for any loss, destruction, alteration or disclosure of Your Data caused by you or by any third party.




If we process any personal data on your behalf when performing our obligations under the Agreement, we each record our intention that you shall be the data controller and we shall be a data processor and in any such case.




You acknowledge and agree that the personal data may be transferred or stored outside India by any provider on our behalf in order to provide the Subscription and our other obligations under the Agreement.




You shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf.




You can find more information about how we collect, use and store your content in our privacy policy. To be clear, aside from the rare exceptions we identify in our Privacy Statement, no matter how the Services changes, we won't share your content with others unless you direct us to.




You understand and acknowledge that your conduct, the content of your files and folders, and your communications with others while using the Services and the Software is your sole responsibility. Such as, it's your responsibility to ensure that you have the rights or permission needed to comply with these Terms.




The Services and Software permit you to share your content with others. You should carefully consider what you decide to share with other users. We have no responsibility for those files and data. It is clarified that the maximum content which you could store through with our Services or in the Software is restricted to 500 (Five Hundred)MB of data and any excess of this upper limit would be or would be not chargeable as per our policies framed in this regard from time to time. Also, for a single financial instrument uploaded by you on the Mowize Software, you will be able to upload/scan upto maximum of 9 (nine) documents and/or images.




You are responsible for maintaining the confidentiality of your Account details such as username and password. You are fully responsible for all activities that occur under your username and password, whether or not you had authorized that activity. You consent to (a) immediately notify us of any unauthorized use of your username and password or any other breach of security and (b) ensure that you exit from your Account at the end of each session. You agree that if you wish to protect your transmission of data or files to us, it is your responsibility to use a secure encrypted connection to communicate with our Services.




You acknowledge that we will not be liable for any loss or damage arising from your failure to comply with this Clause. However, you may be held liable for losses incurred by us or another party due to another's use of your username and password, whether with or without your authorization.



7. Your Obligations


You must:


(i) provide us with:
• all necessary co-operation in relation to the Agreement; and
• all necessary access to information we may require in order toprovide the Subscription;
(ii) follow our reasonable instructions;
(iii) ensure all information provided to us and representations you make to us with respect to the use of the Software are accurateand complete in all respects;
(iv) comply with all applicable laws and regulations with respect to youruse of the Subscription and any other activities under the Agreement;
(v) carry out your other responsibilities set out in these Terms in a timely and efficient manner;
(vi) use and ensure that the Authorised User uses the Subscription inaccordance with these Terms: you will be responsible for any Authorised User's breach of any ofthem;
(vii) obtain and shall maintain all necessary licenses, consents, andpermissions necessary for us, our contractors and agents to perform ourobligations under these terms;


8. Proprietary Rights


We respect the intellectual property rights of others, and expect the same from you. All the contents on Mowize Website, android and iOS apps, as well as the Software and Services are protected by applicable intellectual property laws. All intellectual property in and to the Mowize Website, android and iOS apps, the Software, the Services, any other software, techniques and processes used in connection with the Mowize Website, , android and iOS apps, the Software, the Servicesetc. belongs exclusively to us and our suppliers/licensors. Through your use of the Mowize Website, android and iOS apps, the Software, the Services, by no means are any rights impliedly or expressly granted by us to you in respect of such works.You acknowledge and agree that we and/or our suppliers own and retain all Intellectual Property Rights in the Mowize Website, android and iOS apps, the Software, the Servicesand the Subscription, and any of their derivative works. Except as expressly stated in the Agreement, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licenses in respect of any part of the Mowize Website, android and iOS apps, the Software, the Servicesand the Subscription.




We confirm that we have all the rights in relation to the Subscription that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of the Agreement.




You are accountable for not using the Services and the Software to infringe any third party's intellectual or other proprietary rights or rights of publicity or privacy. Please do not copy, upload, download, or share files unless you have the right to do so. You understand and agree that purchasing or otherwise legally obtaining documents, videos, music, software or other forms of media does not necessarily grant you the right to distribute or publicly share those files with third parties through our Service and Products. By sharing your content with other users, you are representing that you either (i) own all copyrights in the data files you have placed in folders/ sub-folders therein the Software or (ii) have obtained permission from the rightful copyright holder to share such data files. Therefore, you shall be fully responsible and liable for what you copy, share, upload, download or otherwise use while using our Services and the Software. Please do not upload spyware or any other malicious software to the Service and the Software. You are responsible for maintaining and protecting all of your content. We will not be liable for any loss or corruption of your data, or for any costs or expenses associated with backing up or restoring any of your data.




Claims of copyright or intellectual property infringement


We may, in appropriate circumstances and at our sole discretion, disable and/or terminate the accounts of users who may be repeated infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated by us, you may contact our designate agent at the following address: -
INDIA Address:
P Cube Mobility Private Limited
Plot no 6006, Unit 206
Opposite Super Mart 1
DLF Phase IV
Gurgaon - 122002
Haryana


Email: support@mowize.com



Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information: -
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.


9. Confidentiality


Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not include information that:
• is or becomes publicly known other than through any act or omissionof the receiving party;
• was in the other party's lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party withoutrestriction on disclosure;
• is independently developed by the receiving party, whichindependent development can be shown by written evidence; or
• is required to be disclosed by law, by any court of competentjurisdiction or by any regulatory or administrative body. Each party shall hold the other's Confidential Information inconfidence and, unless required by law purpose of the Agreement, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of the Agreement.




Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of these terms.




Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.




You acknowledge that details of the Software and Services and the results of any performance tests of the Software and Services, constitute our Confidential Information. We acknowledge that Your Data isyour Confidential Information.




This Clause 9 shall survive termination of the Contract, however arising.



10. Warranties and Limitations


Disclaimer of Warranties




YOU EXPRESSLY UNDERSTAND AND AGREE THAT:




YOUR USE OF THE SERVICES AND THE SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICES AND THE SOFTWARE ARE PROVIDED "AS IS", WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE MAKE NO WARRANTY THAT (i) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH US WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR IT.




We shall have no responsibility for any harm to your computer or mobile systems, loss or corruption of data, or other harm that results from your access to or use of the Services or the Software.




Except as expressly and specifically provided in the Agreement:
• all warranties, representations, conditions and all other termsof any kind whatsoever implied by statute or common law are, to thefullest extent permitted by applicable law, excluded from the Agreement; inparticular we do not warrant:
(i) that your use of the Subscription will be uninterrupted or errorfree;
(ii) we are not responsible for any delays, delivery failures, or any otherloss or damage resulting from the transfer of data over communicationsnetworks and facilities, including the internet; you acknowledge that theSubscription may be subject to limitations, delays and other problemsinherent in the use of those communications facilities;
(iii) that the Subscription including the information or servicesobtained by you through the Subscription will meet your requirements orbe fit for your purposes: we encourage you to make your own thoroughand careful assessment of those matters before the Effective Date;
• you assume sole responsibility for (a) your use of the Software includinginformation, materials or Your Data that you input into the Software or extractfrom it, (b) your reliance (by act or omission) on any reports orresults or conclusions drawn from your use and (c) ensuring your usecomplies with applicable legal and regulatory requirements. We shallhave no liability for any damage caused by errors or omissions in anyinformation, instructions or scripts you provide to us in connection with theSubscription, or any actions we have taken at your direction.




Limitation of Liability




YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT IN NO EVENT P CUBE MOBILITY PRIVATE LIMITED AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS AND LICENSORS SHALL BE LIABLE TO YOU FOR ANY PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAD WARNED OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES AND SOFTWARE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES; OR (e) ANY OTHER MATTER RELATING TO THE SERVICES AND/OR THE SOFTWARE.




OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES AND/OR THE SOFTWARE SHALL BE LIMITED TO NOT MORE THAN THE AMOUNT PAID BY YOU TO US IN THE LAST 1 (ONE) MONTHS PRIOR FROM THE DATE OF RAISING THE CLAIM.



11. Indemnities


You hereby agree to indemnify and hold harmless P Cube Mobility Private Limited and itssubsidiaries and affiliates, and its directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) breach of any of the provisions of this Terms and this Agreement, or (iv) any failure or default by you to duly perform your obligations under this Agreement; or (v) any breach of any applicable law, by-law, regulations or guidelines or of any third party rights, contractual or otherwise; or (vi) any action taken by any government or other statutory, judicial, quasi-judicial or other competent authority against the Company for any breach or default committed by you.




You acknowledge that we shall have no indemnification obligations under this Agreement if the claim is based upon or arises out of: (i) any modification to the applicable Services and/or the Software not made by us or at our direction, (ii) any combination or use of the applicable Services or the Software with any third party equipment, products or systems, to the extent that such claim is based on such combination or use, (iii) your continued use of the allegedly infringing technology after being notified of the infringement claim, (iv) your failure to use updates and upgrades made available by us, (v) your failure to use the Services and/or the Software in accordance with the applicable documentation and instructions, and/or (vi) use of the Services and/or the Software outside the scope of the license granted under this Agreement. This Clause 11and Clause 10 constitute your sole and exclusive remedies, and our entire liability, respectively with respect to infringement of third party intellectual property rights or otherwise.



12. Claims


You must make any claim under an indemnity or bring any legal proceedings against us within 30 (thirty) days from the date you first became aware or ought reasonably to have become aware of the facts giving rise to the triggering of the indemnity or liability or alleged liability or within the relevant statutory limitation period, whichever is the earlier.



13. Term and Termination


This Agreement shall start on the Effective Date and shall, unless otherwise terminated under this Clause 13, continue for the Initial Term unless:
• either party notifies the other party of termination, in writing, atleast 30 (thirty) days before the end of the Initial Term in which case the Agreement shall terminate on the expiry of theapplicable Initial Term; or
• otherwise terminated in accordance with the Agreement.




After the expiry of the Initial Term,you can subscribe to and pay for a fresh Subscription for either successive periods equal to the Initial Term or any other fresh term (each a "Renewal Term"). The Renewal Term and the Agreement will be governed by the terms and conditions in existence at the time of such renewal.




(the Initial Term together with any subsequent Renewal Terms shall constitute the "Term")




In addition to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreementimmediately without liability to the other if:
• the other party commits a material breach of any of the terms ofthe Agreement and (if the breach is remediable) fails to remedy that breachwithin 30 (thirty) days of that party being notified in writing of the breach;or
• an order is made or a resolution is passed for the winding up of theother party, or circumstances arise which entitle a court of competentjurisdiction to make a winding-up order in relation to the other party; or
• an order is made for the appointment of an administrator to managethe affairs, business and property of the other party, or documents arefiled with a court of competent jurisdiction for the appointment of anadministrator of the other party, or notice of intention to appoint anadministrator is given by the other party or its directors; or
• a receiver is appointed of any of the other party's assets orundertaking, or if circumstances arise which entitle a court of competentjurisdiction or a creditor to appoint a receiver or manager of the other party,or if any other person takes possession of or sells the other party's assets;or


On termination of the Agreement for any reason: • all licenses granted under the Agreement shall immediately terminate;
• each party shall return and make no further use of any equipment,property, documentation and other items (and all copies of them), if any, in their possession or control, belonging to the other party;
• we will provide you with all Your Data stored in the Software;
• the accrued rights of the parties as at termination, or thecontinuation after termination of any provision expressly stated to surviveor implicitly surviving termination, shall not be affected or prejudiced.


14. Force Majeure


We shall have no responsibility or liability to you under the Agreement if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers.



15. Waiver


The failure of parties to require performance of any provision of this Agreement shall not affect the right to subsequently require the performance of such or any other provision of this Agreement. The waiver by the parties of a breach of any provision shall not be taken or held to be a waiver of any subsequent breach of that provision or any subsequent breach of any other provision of this Agreement.



16. Severability


If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.




If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.



17. Entire Agreement


The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.




Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.



18. Assignment


You shall not, without our prior written consent, assign, transfer, charge, sub-license or deal in any other manner with all or any of your rights or obligations under the Agreement.




We may at any time assign, transfer, charge, sub-license or deal in any other manner with all or any of our rights or obligations under the Agreement.



19. No Partnership or Agency


Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



20. Notices


Notices by us to you may be sent to the email address you provide on the Registration Form or otherwise by any means that we determine in our sole discretion as likely to come to your attention. All notices by you sent to us in connection with these Terms shall be in writing and sent by certified or personally delivered at the address of P Cube Mobility Private Limited.



21. Governing law and Jurisdiction


This Agreement shall be governed by and interpreted in accordance with the laws of India without regard to the conflicts of laws and principles thereof. Further, the parties hereby consent to the general jurisdiction of the courts located in New Delhi and agree that any action or proceeding concerning this Agreement shall be brought exclusively in such courts.




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