END-USER LICENSE AGREEMENT
Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using the website TractorDekho.in ("Platform") owned and managed by M/s. Tractor Dekho Private Limited (“Company”).
By clicking the "I Agree" button, downloading or using the Platform, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Platform.
Definitions
“We, Our, Us - Shall mean and refer to the Platform and/or the Company, as the context so requires.
User - Shall mean and refer to natural and legal individuals who use the Platform and who is of sound mind and competent to make sound and informed decisions.
Services - shall refer to the platform which provides the Users with leads for services provided by the Vendors on the Platform such as handling vehicles, cleaning, plumbing, carpenter works, painting, etc.
Third Parties - Refer to any Platform, Company or individual apart from the User and the creator of this Platform.
Platform - Refers to the Platform which provides the Users with leads for services provided by the Vendors on the Platform such as handling vehicles, locating nearby stores, etc.
Usage Term – Shall mean the term duration for which the User has subscribed for under the purchase terms available at the unique User dashboard.
Usage Rights – Rights granted to You during the Usage Term and as set out under this Agreement.
IP Claim – Refers to Intellectual property claims made against the Platform if it infringes a third party's patent, copyright or registered trademark.
Indian Standard Work Timings – Shall refer to standard work timings as per Indian time zones. (9 AM to 6 PM Indian Standard Time)
1. Scope and Applicability
This Agreement between You and M/s. Tractor Dekho Private Limited (“Company”) and covers Your use of the Platform. This document also incorporates any specific terms that may apply to the Platform that You may acquire.
You agree to be bound by the terms of this Agreement if you
A) download, install, or use the Platform; or
B) expressly or implicitly consent to this Agreement.
If You do not have authority to enter into this Agreement or You do not agree with its terms, do not use the Platform
2. Using the Platform
A) License and Right to Use.
The Company grants You a non-exclusive, non-transferable license to use the Platform for Your direct benefit during the Usage Term and as set out under this Agreement (the “Usage Rights”).
Use by Third Parties: You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for
I. Ensuring that such Authorized Third Parties comply with this Agreement and
II. Any breach of this Agreement by such Authorized Third Parties.
Interoperability of Tools: Upon Your request, Company will provide You with the information needed to achieve interoperability between the Platform and other independently created program, You will treat such information as Confidential Information.
Payment Terms: Usage Rights in Platform for Users is free of charge. However, the Vendors registered on the Platform acquire the license to Use on a monthly subscription basis and will automatically renew once payment is made for the subsequent month.
3. Additional Conditions of Use
A) Platform Conditions of Use: Unless expressly agreed by Platform, You may not
I. Transfer, sell, copy, sublicense, monetize or make the functionality of any Platform available to any third party;
II. Remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;
III. Reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Platform;
IV. Use Company’s Content other than as part of Your permitted use of the Platform.
B) Evolving Platform: Company may
I. Enhance or refine the Platform, although in doing so, Company will not materially reduce the core functionality of the Platform, except as contemplated in this Clause; and
II. Perform scheduled maintenance of the infrastructure and software, during which time You may experience some disruption to that Tool or the Services as a whole. Whenever reasonably feasible, Company will provide You with advance notice of such maintenance. You acknowledge that, from time to time, Company may need to perform emergency maintenance without providing You advance notice, during which time Company may temporarily suspend Your access to, and use.
III. The Platform shall periodically check for updates through the internet, download and install the same for seamless usage. Updates may not include or support all existing software features, services, or peripheral devices.
Protecting Account Access: You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Company of any known or suspected unauthorized use of or access to Your account.
Use with Third Party Products: If You use the Platform together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. The Company provides on-going integration support for products which are a native part of the Company but do not support or guarantee ongoing integration support for products that are not a native part of the Company.
Open Source Software: Open source software not owned by Company is subject to separate license terms as set out on their respective platforms. The applicable open source software licences will not materially or adversely affect Your ability to exercise Usage Rights applicable to the Company.
4. Fees
To the extent permitted by law, subscription to the Platform are non-cancellable. Subscription Fees for Your use of Platform are set out in Your purchase terms on the User Dashboard. The fees are to be paid in advance at the beginning of each subscription.
5. Confidential Information and Use of Data
Confidentiality: Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who need to know (“Permitted Recipients”) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this Agreement, and is liable for any breach of this Clause by its Permitted Recipients. Such non-disclosure obligations will not apply to information that:
(i) Is known by Recipient without confidentiality obligations;
(ii) Is or has become public knowledge through no fault of Recipient; or
(iii) Is independently developed by Recipient. The recipient may disclose Discloser’s Confidential Information if required under regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.
How We Use Data: Company will access, process and use data in connection with Your use of the Platform following applicable privacy and data protection laws.
Notice and Consent: To the extent Your use of the Platform requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Platform.
6. Ownership
Except where agreed in writing, nothing in this Agreement transfers ownership in or grants any license to, any intellectual property rights. You retain any ownership of Your Content and Company retains ownership of the Platform and Company Content. Company may use any feedback You provide in connection with Your use of the Platform as part of its business operations.
7. Indemnification
Claims: Company will defend any third-party claim against You that Your valid use of Platform infringes a third party's patent, copyright or registered trademark (the “IP Claim”). Company will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You:
A) Promptly notify Company in writing of the IP Claim;
B) Fully cooperate with Company in the defence of the IP Claim; and
C) Grant Company the right to exclusively control the defence and settlement of the IP Claim, and any subsequent appeal. Company will have no obligation to reimburse You for attorney fees and costs incurred before Company’s receipt of notification of the IP Claim. You, at Your own expense, may retain Your legal representation.
Additional Remedies: If an IP Claim is made and prevents Your exercise of the Usage Rights, Company will either procure for You the right to continue using the Platform or replace or modify the Platform with functionality that is at least equivalent. Only if Company determines that these alternatives are not reasonably available, Company may terminate Your Usage Rights granted under this Agreement upon written notice to You and will refund You a prorated portion of the subscription fee You paid for the Platform for the remainder of the unexpired Usage Term.
For Users who are not vendors, since the service is available to them for free, no IP Claims can be made on by the Users.
This Clause 7 states Company’s entire obligation and Your exclusive remedy regarding any IP Claims against You.
8. Warranties and Representations
A) Performance: Company warrants that during the Usage Term, We shall provide customer support via chat boxes and call support during Indian Standard Work Timings.
B) Malicious Code: Company will use commercially reasonable efforts to deliver the Platform free of Malicious Code.
C) Qualifications: Certain Clauses do not apply if the Platform or the equipment on which it is authorized for use:
I. Has been altered, except by Company or its authorized representative;
II. Has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this Agreement or Company instructions;
III. Is acquired on a no-charge, beta or evaluation basis;
IV. Has not been provided by an Approved Party.
Upon Your prompt written notification to the source during the warranty period of Company’s breach of this Clause 8, Your sole and exclusive remedy (unless otherwise required by applicable law) is, at Company’s option is to:
I. Refund of the subscription fees paid subject to:
Where Company provides a refund of subscription fees paid for Services, You must return or destroy all copies of the applicable Tools. Except as expressly stated in this Clause, to the extent allowed by applicable law, Company expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement, or that the Platform will be secure, uninterrupted or error-free. If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Clause from applying to You, and, where prohibited, they will not apply.
9. Liability
Neither Party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings. The maximum aggregate liability of each party under this Agreement is limited to
A. For claims solely arising from Services licensed on a perpetual basis, the fees received by Company for that Service; or
B. For all other claims, the fees received by Company for the applicable Company Technology and attributable to the 12 months immediately preceding the first event giving rise to such liability.
These limitations of liability do not apply to liability arising from
A. Your failure to pay all amounts due; or
B. Your breach of Clauses 2, Clause 3 and Clause 12. This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. This limitation of liability is cumulative and not per incident.
10. Taxes
A. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts, taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.
B. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
11. Term, Termination and Suspension
A. Term: This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest. The subscription period shall be as specified in the Vendor’s dashboard available to the Vendor on their unique Company profile page.
B. Suspension: Company may immediately suspend Your Usage Rights if You breach Clause 2, 3 or 12
C. Termination: If a Party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. Company may immediately terminate this Agreement if You breach Clause 2, 3 or 12. Upon termination of the Agreement, You must stop using the Platform and destroy any copies of Software and Confidential Information within Your control. Upon Company’s termination of this Agreement for Your material breach, You will pay Company any unpaid fees until the end of the then-current Usage Term. If You continue to use or access the Platform after termination, Company may invoice You, and You agree to pay, for such continued use.
12. Consumer Rights - Regional Variations
This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, district, or country. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so.
13. Verification
During the Usage Term and for a period of 12 months after its expiry or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Platform sufficient to verify compliance with this Agreement. Upon reasonable advance notice, and no more than once per 12 month period, You will, within 30 days from Company’s notice, allow Company and its auditors access to the Verification Records and any applicable books, systems, and accounts during Your normal business hours. If the verification process discloses the underpayment of fees:
A. You will pay such fees; and
B. You will also pay the reasonable cost of the audit if the fees owed to Company, as a result, exceeded the amounts You paid for Your Usage Rights by more than 5%.
14. General Provisions
A. Survival: Clauses 4, 5, 6, 8, 9, 10, 11 and 12 survive termination or expiration of this Agreement.
B. Third-Party Beneficiaries: This Agreement does not grant any right or cause of action to any third party.
C. Assignment and Subcontracting: Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. Company may:
I. by written notice to You, assign or novate this Agreement in whole or in part to an Affiliate of Company, or otherwise as part of a sale or transfer of any part of its business; or
II. subcontract any performance associated with the Platform to third parties, provided that such subcontract does not relieve Company of any of its obligations under this Agreement.
D. Modifications to the Agreement: Company may change this Agreement or any of its components by updating this Agreement on TractorDekho.in. Changes to the Agreement apply to any Entitlements acquired or renewed after the date of modification.
E. Compliance with Laws: Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement. The Company may restrict the availability of the Platform in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the Platform in a location with local laws requiring a designated entity to be responsible for the collection of data about individual end-users and transfer of data outside of that jurisdiction, You acknowledge that You are the entity responsible for complying with such laws.
F. Governing Law and Venue: This Agreement, and any disputes arising from it, will be governed exclusively by the applicable governing law of India. The courts located in Chennai, India will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of the above-mentioned jurisdiction. Regardless of the governing law, Company may seek interim injunctive relief in any court of appropriate jurisdiction concerning any alleged breach of Company’s intellectual property or proprietary rights.
G. Notice: Any notice delivered to Company by You under this Agreement will be delivered via email to sales@tractordekho.in and Notices to Company should be sent to office address N.H.08, Kotputli, Rajasthan, India.
H. Force Majeure: Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.
I. No Waiver: Failure by either party to enforce any right under this Agreement will not be construed as a waiver of that right.
J. Severability: If any portion of this Agreement is not enforceable, it will not affect any other terms.
K. Entire Agreement: This Agreement is the complete Agreement between the parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).
L. Order of Precedence: If there is any conflict between this Agreement and any Service Specific Terms expressly referenced in this Agreement, the order of precedence is:
I. such Service Specific Terms;
II. this Agreement; then
III. any applicable Company policy expressly referenced in this Agreement.
15. Refund And Cancellation
For refund or cancellation you have to reach out to Company customer support by emailing sales@tractordekho.in within 15 days of purchase subject to the following basis:
You should have gone through the Company training modules
You have to prove expectations were not met by Company.
You must have genuine reason to cancel the subscription subject to Company’s acceptance of the reason stated above.
Company shall at its discretion shall decide whether Refunds and cancellations can be availed by you on a case by case basis, through internal inspection.
