USER AGREEMENT

Exrup is owned and operated by Ameteor Cybernetics Private Limited

Last updated: October 27, 2017

These Terms of Sale (“Terms of Sale” or “Agreement”) are a legal document that explains your rights and obligations as a Customer. Please read it carefully.

Definitions

Customer:

You, the user of the Website (and addressee of these terms)

Seller:

Exrup owned and operated by Ameteor Cybernetics Private Limited, also called “ACPL”.

Customer and Seller may hereafter be collectively referred as the “Parties”.

Service(s):

Service(s) sold on the Website

Website:

The Seller’s website accessible at www.exrup.com.

PREAMBLE

The present Terms and Conditions of Sale define and regulate the contractual relation between the Seller and you, the Customer, also defined below as the user of the Website.

The present Terms and Conditions of Sale apply exclusively between the Seller and any person who visits the Website or makes a subscription from the Website.

You have access to and may become familiar with the Terms and Conditions of Sale directly on the Website. These Terms and Conditions of Sale may be altered at any point in time, at the discretion of the Seller. Enforceable terms and conditions consist those published on the Website, binding as of their date of registration. At all times, you are solely responsible for remaining knowledgeable about, and in compliance with, these Terms & Conditions of Sale.

Your failure to cancel your Account, or cease to use the Seller’s solutions affected by the amendment will constitute your tacit acceptance of the amended terms. If you don’t agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your Account or to cease to use the Seller’s solutions. The Seller shall not have any obligation to refund any fees that may have accrued to your Account before cancellation of your Account or cessation of use of any Subscription, nor shall the Seller have any obligation to prorate any fees in such circumstances.

The information given on the said Website may be modified by the Seller without prior notification.

The simple act of placing an order on the Website implies acceptance, without reserve, of the present Terms and Conditions of Sale.

Scope of this agreement

The deployment and management of digital business card (“Services”), is governed solely by this Agreement and other documents which may be executed by the Parties in this regard.

User Account

To subscribe on the Seller’s Website, you may complete Website’s registration process, and create an account (“Account”). All members must be 13 years or older to create an account on the Website. Your Account may also include billing information you provide to the Seller for the purchase of Subscriptions, for pre-orders or for faster future subscriptions. You are solely responsible for all activity on your Account and for the security of your computer system. You may not reveal, share or otherwise allow others to use your password or Account. You agree that you are personally responsible for the use of your password and Account and for all of the communication and activity on the Website that results from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by these Terms of Sale.

Please 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.

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. If you cancel your Account, the Seller reserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before the Seller can allow you to register again.

You also understand and acknowledge that Accounts are user rights binding you to such an Account, and that the Seller does not recognize any transfer of Accounts (including transfers by operation of law) from one subscriber to any third party. Each customer shall be the sole holder of his own Account.

Your subscription is subject to Service requirements which you must read before subscribing for Service. The act of making a purchase constitutes your tacit understanding and compliance with these requirements. The Seller shall not be held responsible for any loss, incompatible or erroneous purchases. We encourage you to contact our customer services, in such an event, so we may resolve your problem to the best of our ability.

You agree that you will be personally responsible for the use of your Account and for all activity on the Website that results from use of your Account. Your online conduct is expected to be in good faith, non-abusive and seeking any other personal interest other than the services provided. You will otherwise be held in contempt and, at the discretion of the Seller, ensuing legal procedure may incur.

You may cancel your Account at any time. You may cease use of an Account at any time or, if you choose, you may request that we terminate your access to an Account. However, Accounts and Services are not transferable and Service subscription transactions entitle you to a single right to the use of Service. Your cancellation of an Account will not entitle you to any refund for any fees. The Seller holds the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account. In addition, you are responsible for any charges incurred to third-party vendors or content providers before your cancellation.

The Seller may cancel your Account at any time, in the event that (a) the Seller closes down the Website, or (b) you breach any terms of this Agreement (including any Subscription Terms or Rules of Use). In the event that your Account is terminated or cancelled by the Seller for a violation of these Terms of Sale or improper or illegal activity, no refund, including of any Subscription fees or of any unused funds in your Account, will be granted.

By creating an Account, you also accept the Terms and Conditions of the Members Rewards Program which may be available on the Website.

Limited License

The Seller shall grant a limited license of access and use of the Website.

Application

Your Order is a binding offer to the Seller to purchase the said Services. Upon the placement of an order an ensuing and immediate confirmation message will be displayed followed by a confirmation email to you. Such automatic confirmation does not constitute an acceptance by the Seller of your order, but a notice of acknowledgement. The Seller’s acceptance of your order shall occur and a contract shall form only once the Seller approves the order.

Orders and Use of the Services

The orders shall be placed exclusively via the Internet.

Automatic order confirmation errors may occur. Please check the automatic order confirmation for errors and inform us immediately of any discrepancies. You guarantee all data provided during registration is true, accurate, up-to-date and complete. Orders will only be accepted from Customers 13 years of age and older.

The Seller holds the right to cancel or refuse any order from a Customer with whom a previous order’s payment litigation is being resolved.

You consent to receive sales invoices and other activity updates electronically.

Ownership Rights

Should you not honor the payment obligations for any reason whatsoever, the Seller shall be entitled to suspend all the services on immediate basis.

The Seller makes no representations or warranties, either expressed or implied, regarding any third party site. In particular, the Seller makes no representation or warranty that any service or subscription offered via third-party vendors will not change or be suspended or terminated.

Warranty Disclaimer

SUBJECT TO APPLICABLE LAW, SELLER DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON‐INFRINGEMENT. FURTHER, SELLER DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S EXPECTATIONS.

License and user rights

Under these Terms the limited and non-exclusive right to use Services offered to you by the Seller on a computer, laptop or mobile phone is granted to you. Under the terms of this contract, you are not permitted to copy, modify, or decompile any software to extract its source code, create any identical services or remove any indication of the name or manufacturer of the software from it. You are exclusively permitted to use the Services for their own personal use and may not pass it on, sell, transfer or lend it to a third party.

The Website may require the automatic download and installation of software onto your computer. The Seller hereby grants, and you accept, a limited, terminable, non-exclusive license and right to use the software for your personal, non-commercial use (except where commercial use is expressly allowed herein or in the applicable Terms of Sale) in accordance with these Terms of Sale. The software is licensed, not sold. Your license confers no title or ownership in the software.

You may not use the Internet source code or any the Seller software for any purpose other than the permitted access to the Website and to make personal, non-commercial use of your Account, except as otherwise permitted by this Terms of Sale. Except as otherwise permitted under these Terms of Sales, or under applicable law notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Website or the Seller software without the prior consent, in writing, of the Seller.

You are entitled to use the Website for your own personal use, but you are not entitled to: (i) sell, grant a security interest to other parties in any way, nor to rent, lease or license your Account rights to others without the prior written consent of the Seller, except to the extent expressly permitted elsewhere in these Terms of Sale; (ii) exploit the Seller Software, the Website for any commercial purpose, except as expressly permitted elsewhere in these Terms of Sale.

The Seller or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Seller services.

Refund procedure

If the Services supplied by Exrup do not function to according to its specifications and any documentation provided thereto, then the Customer may contact Exrup via the contact information provided herein within 15 (fifteen) days of payment for refund, failing which, the Services shall be deemed accepted by the Customer.

Effective Date & Termination

This Agreement will be effective as of the date hereof and shall remain valid unless terminated in accordance with this Clause. This Agreement may be terminated by either Party with cause, i.e., if the other Party is in breach of the terms and conditions hereof or any applicable law and fails to remedy the same within 30 (thirty) days of receipt of a written notice to that effect from the Party not in breach.

ASSIGNMENT

The Customer shall not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of Exrup, and any purported attempt to do so shall be deemed void.

WAIVER

Either Party’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights.

ENTIRE AGREEMENT

This Agreement is the entire agreement between the Parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any subsequent waiver or modification of this Agreement, or any part of it, shall only be effective if reduced to writing and signed and dated by both Parties.

Intellectual Property

The entire content of the Website (texts, illustrations and computer code) is the property of the Seller.

In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Seller’s Service are trademarks or trade dress of the Seller. The Seller’s trademarks and trade dress may not be used in connection with any service that is not provided by the Seller, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits the Seller. All other trademarks not owned by the Seller that appear in any Seller’s Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Seller.

All intellectual property rights in and to the Services, including all patent rights, copyrights, trademarks, trade secrets or other proprietary rights therein shall be and remain the sole property of the Seller.

Links to Third Party Websites

The Website may contain links to other websites. The Seller does not have any control over these other websites and is not responsible for their content or security. If a Member clicks on a link to such website, he/she does so at his/her own risk and is subject to the privacy policy, and terms and conditions of that website.

Confidentiality

Personal data you provide shall not be given to any third party other than the Seller, and the Seller’s service providers.

By Subscribing via the Website, you commit to providing accurate and true information.

Regarding further information on the privacy and processing of your personal data, please refer to our Privacy Policy, available on the Website. These Terms of Sale are prevalent to the Privacy Policy, should any conflict ensue. Please refer yourself to these Terms of Sale as a reference for your purchases and rights through your interaction with the Seller.

Responsibilities

You agree that these Terms of Sale do not intend to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Sale.

When you use the Seller Websites, you may also be using the services of one or more third parties, such as a payment service provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties. We advise you to refer to these third parties’ policies.

You acknowledge that you connect to the Website and use its services at your own risk. The Seller holds no responsibility for any direct or indirect damages a user or a third party may suffer for any reason whatsoever by connecting to the Website, not having access or being able to log in to the Website, or that the Website is or is not working. The Seller guarantees it shall take all sensible measures to ensure the availability of its services. However, since the transactions are made via the Internet, the Seller cannot guarantee the quality of the networks outside of its offices. Technical interruptions are possible. The Seller shall attempt to inform its Customers of the reasons for an interruption, to the best of its ability, but holds no responsibility in the event of a delay. The Seller holds no responsibility in the event of any loss of your data provided. Customers must always keep a personal copy of files. The Seller holds no responsibility for not honoring its contractual obligations, in the event of chance occurrence, unavoidable accident or an Act of God as defined by the laws and precedents of the applicable jurisdictions.

Nor in any event will the Seller be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or any other damages arising out of or in any way connected with the Website, the software, and any information available in connection therewith, or inability to use the software, subscriptions or any information, even in the event of the Seller’s or its affiliates’ fault, tort (including negligence), strict liability, breach of contract, or breach of the Seller’s warranty and even if the Seller has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate recompense.

You agree to defend, indemnify and hold harmless the Seller, its licensors, and its and their affiliates from all liabilities, claims and expenses, including attorneys’ fees, that arise from or in connection with breach of these Terms of Sale or the use of the Website, by you or any person(s) using your Account, or from the Service selection to the creation of an Account, the purchase, distribution, promotion and use of any add-ons or derivative Services. The Seller holds the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to the Seller in that matter. This section regarding responsibilities shall survive termination of these Terms of Sale.

If you provide the Seller with any feedback or suggestions about the Website, or any Seller’s software or services, the Seller is free to use the feedback or suggestions however it chooses, without any obligation to account to you.

The Seller and its affiliates will not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any indirect or consequential losses that were not foreseeable to both you and us when the contract for the sale of Services by us to you was formed.

The Seller may inform you through an online notice in the case of systems’ maintenance, and shall not be held responsible for any incurring ensuing delays or consequences.

Customers’ public statements

Visitors may post reviews, comments and other content; send cards and other communications; and submit suggestions, ideas, comments, questions or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise 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 e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. We hold the right to remove or edit such content. If you believe that any content on or advertised for sale on any Seller’s Service contains a defamatory statement, or that your intellectual property rights are being infringed by an item or information on any Seller’s Service, please notify us by contacting our customer support and we will respond.

If you post content or submit material, and unless we indicate otherwise, you grant: (a) the Seller a non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and (b) the Seller, its sublicensees and transferees the right to use the name that you submit in connection with such content, if they choose. No moral rights are assigned under this provision.

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. To the extent permitted by law, 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 Seller including the execution of deeds and documents, at our request.

You represent and warrant that you own or otherwise control all of the rights to the content that you post; that, as at the date that the content or material is posted: (i) the content and material is true and accurate; and (ii) use of the content and material you supply does not breach any applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). You agree to indemnify the Seller for all claims brought by a third party against the Seller arising out of or in connection with the content and material you supply except to the extent that any liability arises from our failure to properly remove the content when it is notified of the illegal nature of the content arising out of or on the grounds of, or originating from the content that you have communicated to us.

If you believe that any content on, or the Website contains a defamatory statement, please notify the Seller immediately.

Applicable Law – Competent Jurisdiction

You agree that these this agreement shall be governed by and construed in accordance with the laws; the State of Maharashtra of India and the Parties hereto irrevocably submit to the sole and exclusive jurisdiction of the Courts at Mumbai in respect of any dispute or matter arising out of or connected with this Agreement.

DISPUTE RESOLUTION BY ARBITRATION

Most user concerns can be resolved by use of our support at support@exrup.com. If we are unable to resolve your concerns and a dispute remains between you and us, this section explains how we agree to resolve it.

YOU AND THE SELLER AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL BINDING ARBITRATION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (i) ANY ASPECT OF THE RELATIONSHIP BETWEEN US; (ii) THIS AGREEMENT; OR (iii) YOUR USE OF THE WEBSITE, YOUR ACCOUNT OR THE SELLER SOFTWARE. IT APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, UNFAIR COMPETITION

MISREPRESENTATION OR ANY OTHER LEGAL THEORY.

However, this Section does not apply to the following types of claims or disputes, which you or the Seller may bring in any court with jurisdiction: (i) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and (ii) claims related to or arising from any alleged unauthorized use, piracy or theft.

Arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND THE SELLER ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

You and the Seller agree to make reasonable efforts, in good faith, to informally resolve any dispute before initiating arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. If you and the Seller do not reach an agreement to resolve that claim or dispute within 30 days after the notice is received, you or the Seller may commence arbitration. Written notice to the Seller must be sent via postal mail.

Except as otherwise expressly stipulated in these Terms of Sale, in the event that any provision of these Terms of Sale shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. These Terms of Sale, the Seller’s Privacy Policy and the Terms and Conditions constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.

If you believe that your rights are being infringed, please contact us. We respond expeditiously to rights owners and their agents to communicate concerns about any alleged infringement.

Upon receipt of your infringement notice we may take certain actions, including removing information or an item, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, for all of which we hold an unmitigated discretion to execute. Furthermore, by submitting an infringement notice, you grant the Seller the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding your infringement notice to the parties involved in the provision of the allegedly infringing content. You agree to indemnify the Seller for all claims brought by a third party against the Seller arising out of or in connection with the submission of your infringement notice.