PLATYLE APPLICATION TERMS AND CONDITIONS
Powered By Spontaneous Enterprise (OPC) Pvt. Ltd.
GENERAL TERMS AND CONDITION | PLATYLE 1
Please read these Terms and conditions (“Terms”, “Terms and Conditions”)
carefully before using the PLATYLE APPLICATION (the “Service”) operated by Spontaneous
Enterprise (OPC) Pvt. Ltd. (“us” , “we” , “our”)
Your access to and use of the Services is conditioned on your acceptance of and compliance with
these Terms. These Terms apply to all visitors, users and others who access or use the Services.
In these general terms and conditions the following expressions have the following meaning:
PLATYLE: Platyle is a mobile application, Platyle, having two application (i) for Style Buddy (ii) Style
Master. Available on play
store, app store or on our website as PLATYLE Style Buddy and PLATYLE Style Master.
Authorized User: Customer’s employee, representative, consultant, Customer of Customer, agent or
contractor who
(i) is authorized to use the Software pursuant to payment by Customer of the Subscription Fee
for such user,
(ii) is registered as authorized user in the administration of Spontaneous and
(iii) has
been
supplied a user ID and password by Spontaneous, if applicable.
Business Day: any day which is not a Saturday, Sunday or public holiday in The India.
Confidential Information: means all information provided by one party (“Discloser”) to the other party
(“Recipient”) pursuant to an agreement, which is specifically designated by the Discloser as “confidential” (or
which should be considered confidential by the parties) relating to the research, development, products,
processes, trade secrets, business plans, customer, finances, and personnel data related to the business of
Discloser. Confidential Information does not include any information
(i) which has become publicly known
through no wrongful act of the Recipient;
(ii) which the Recipient developed independently, as evidenced by
appropriate documentation; or
(iii) which the Recipient becomes aware of from any third party not bound by
non-disclosure obligations to the Discloser and with the lawful right to disclose such information to Recipient.
Notwithstanding the foregoing, specific information will not be deemed to be within the foregoing exceptions
merely because it is contained within more general information.
Customer: any person or entity, which purchases and/or downloads, copies, installs or uses the Software or
makes use of the Services.
Customer Data: data, including text, document files or software that are provided to Spontaneous by or on
behalf of Customer.
Documentation: the documentation made available to Customer by Spontaneous online via a web address,
notified by Spontaneous to Customer from time to time, which sets out a description of the Software and/or
the Services and/or related user instructions.
Spontaneous: Spontaneous Enterprise (OPC) Pvt. Ltd., a private company one person private limited
company, having its registered office in Ahmedabad, the India, and its business office at Ignite, 6th Floor,
Block-D, Silver Oak Campus, Opp. Bhagwat Vidhyapith, Gota, S.G. Highway, Ahmedabad-382481.
CIN: U72900GJ2017OPC099966. And PAN: AAZCS5260J
Effective Date: the date of the Order Confirmation.
Free Trial: costless trial of Software, which shall only be applicable if expressly agreed by Parties.
Trial Term: 30 days.
Initial Subscription Term: the initial term of the agreement laid down in the Order Confirmation, being as
per the subscription plan and starting at the Purchase Date of Subscription.
Normal Business Hours: Business Days from 9.00 am to 6.00 pm Indian Standard Time.
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 2
Order Confirmation: the written confirmation from Spontaneous to the Customer containing the agreements
between Customer and Spontaneous for use of the Software and/or the Services after the Free Trial Term, if
applicable.
Parties: Spontaneous and Customer collectively.
Party: Spontaneous and Customer individually.
Renewal Period: the period of the subscription months automatically following an Initial Subscription Term,
or earlier Renewal Period.
Service: service provided by Spontaneous to Customer including support, consultancy and other services
provided pursuant to an Order Confirmation.
Software: the online software (applications), such as Apps based on android, iOS and made publicly available
via play store, app store or on spontaneous website, provided by Spontaneous to Customer, delivered such as
Solutions within Google Map, GPS , iOS OS and Android OS, as described in the Free Trial orders of Customer
and/or the Order Confirmation(s).
Software License: software license(s) of Spontaneous as described in the Free Trial orders of Customer
and/or the Order Confirmation(s).
Subscription Fee: the total sum of fees per subscription of each Authorized User.
Terms: these general terms and conditions which apply to Order Confirmations.
Virus: a thing or device (including any software, code, file or programme) which may:
a. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network,
any
telecommunications service, equipment or network or any other service or device;
b. prevent, impair or otherwise adversely affect access to or the operation of any program or data, including
the
reliability of any program or data (whether by re-arranging, altering or erasing the programme or data in whole
or part or
otherwise); or
c. adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
General Terms and ConditionsWhen Customer subscribes for a Free Trial of the Software (Genial TMS Application) it unconditionally agrees to these Terms. Only these Terms apply to the relationship between Customer and Spontaneous. Parties hereby explicitly waive the applicability of other general terms and conditions.
Parties may deviate from the Order Confirmation, provided such deviation is agreed upon in writing. Provisions
in the Order Confirmation shall always prevail provisions in the Terms.
Spontaneous is entitled to unilaterally amend the Terms. If Spontaneous does so, it will notify Customer, either
through user interfaces, in an email message, or through other reasonable means. Such amendment will come
into effect within one (1) month after the notification is given. Within fourteen (14) days after receiving this
notification, Customer needs to inform Spontaneous if Customer does not agree to such amendment. Should
Customer not agree to the amendment, the use of the specific Software and/or Service(s) affected by the
amendment will end no later than fourteen (14) days after the notification has been received by Spontaneous.
The amendment will then not apply to the particular Customer. By continuing to access, use or receive any of
the affected Software or Services, one (1) month after Spontaneous notified Customer in the manner described
above, Customer consents to the amended Terms.
Software (Genial TMS Application): Use
Upon receipt by Customer of and in agreement with the Order Confirmation, Spontaneous grants to Customer
a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Software for the
number of Authorized Users.
Spontaneous will retain sole and exclusive ownership of all right, title and interest in and to the Software and
all copies thereof, including any modifications, enhancements, new versions or derivatives. In addition,
Spontaneous owns all rights and title to any deliverables provided to Customer in connection with the Software
or the Services and grants Customer a license to use and copy such deliverables solely in connection with its
use of the Software and the Services.
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 3
Spontaneous undertakes that the Software will work in accordance with the Order Confirmation, the
Documentation and these Terms.
The Software licenses are provided “as is” without any further warranties as to the quality of the substance or
the manufacture thereof.
Notwithstanding the foregoing, Spontaneous:
(a) Does not warrant that Customer's use of the Software will be uninterrupted or error-free; nor that the
Software, Services,
Documentation and/or the information obtained by Customer through the Services will meet Customer's
requirements;
(b) is not responsible for the malfunctioning of third party software, such as Google Map, GPS .
(C) is not responsible for the poor / wrong / service provided by the style master.
(d) is not responsible for any dispute occur between style buddy / any user of the application and style master
/ any user of the application.
The following additional terms apply to Customer’s use of, or access to, the Software:
(a) The licenses granted herein are personal and specific to an Authorized User and no person or entity other
than a particular
Authorized User will access or use the Software without the prior written consent of Spontaneous;
(b) Customer may change the Authorized User only by replacing Authorized Users who are no longer employed by
Customer
or whose job function has changed and no longer needs to use the Software;
(c) Except as otherwise provided herein, Customer agrees to immediately notify Spontaneous of any unauthorized
use of
Customer’s account or any other breach of security known to Customer.
(d) It shall maintain a written, up to date list of current Authorized Users and provide such list to
Spontaneous
within 3 Business Days upon the written request of Spontaneous;
Customer shall use the Software for the purpose for which it was designed by Spontaneous and may not use the
Software:
(a) In a way prohibited by law, regulation, governmental order or decree;
(b) To violate the rights of others;
(c) To try to gain unauthorized access to or disrupt any service, device, data, account or network;
(d) To spam or distribute malware;
(e) In a way that could harm the Software or impair anyone else’s use of it; or
(f) In any application or situation where failure of the Software could lead to the death or serious bodily
injury
of any person or severe physical or environmental damage.
Customer is solely responsible for maintaining the confidentiality of any non-public authentication credentials
associated with its use of the Software and/or the Services. Customer must promptly notify Spontaneous about
any possible misuse of user accounts of Spontaneous or authentication credentials or any security incident
related to the Software.
Unless approved by Spontaneous, Customer must comply and may not work around any technical limitations in
the Software that only allows the Customer to use it in certain ways.
SERVICE:
Service provided by Spontaneous will be agreed upon in an Order Confirmation and will be subject to
agreements contained in the Order Confirmation and in these Terms.
Spontaneous makes reasonable efforts and performs its duties and obligations with appropriate care, in a
professional and ethical manner and in accordance with the Order Confirmation. Spontaneous shall be entitled
to engage subcontractors, for any part of the Services, as it may deem necessary or desirable.
Spontaneous shall not be required to commence performance of the Services before receipt of the agreed
(number of) materials, data and other information. In case of delay in delivery, Spontaneous shall be entitled
to postpone the delivery date by the duration of such delay or to such later date as necessitated by
Spontaneous’s planning capabilities.
Customer shall:
(a) Promptly and fully respond to all communications of Spontaneous relating to the provision of the
Services
and liaise with Spontaneous on matters relevant to the provision of the Services;
(b) Provide Spontaneous such access to Customer’s information, records and other materials as Spontaneous may
require in connection with or to provide the Services;
(c) Assume responsibility for complying with all laws and regulations in connection with the Services; and
(d) Provide to Spontaneous all co-operation in all matters required for the performance of Spontaneous’s
obligations under the Order Confirmation.
Spontaneous warrants that, on the date of provision of the Service, and for a period of at least 30 days after
each such delivery,
the Services shall:
(a) Be in accordance with the Order Confirmation; and
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 4
Complaints about the Services shall be made in writing and must be received by Spontaneous not later than 5
working days from the date of delivery in respect of any defect, non-conformity or shortage that would be
apparent from a quick scan inspection, or 30 days after the date of delivery in respect of all other defects or
non-conformities to the Order Confirmation.
Except to the extent required for testing purposes, the use or processing of Service shall be deemed to be an
unconditional acceptance of the Services and a waiver of all claims in respect of such Services. If no notice of
defects or non-conformity to the Specifications has been received by Spontaneous within 14 days, the Services
shall be deemed to be accepted by Customer.
A defect or non-conformity in parts of the Services does not entitle Customer to reject the delivery of the
Services entirely.
Upon receipt of a notice of defect or non-conformity, Spontaneous is entitled to suspend subsequent deliveries
until the complaints are established to be unfounded or refuted or until the defect or non-conformity has been
remedied adequately. Such notice, if any, shall not affect Customer’s obligation to pay the invoice for the
Services timely.
SERVICE: Pricing and Invoicing
Spontaneous shall provide Customer with an invoice for the Services in accordance with the agreements in the
Order Confirmation plus all reasonable out-of-pocket expenses incurred by Spontaneous in relation to the
Services.
Customer shall furthermore reimburse Spontaneous for all costs incurred as a result of Customer’s (lack of) instructions or the inaccuracy of any materials, data and other information provided by Customer.
PAYMENT AND PRICING:
Customer shall pay each invoice with regard to Software and/or Services with the buying of the subscription.
If Customer doesn’t has valid/active subscription plan within 2 days from the expiration of the current subscription plan:
(a) Spontaneous may, without liability to Customer, disable Customer’s account and access to all or part of the
Software and/or
the Services and Spontaneous shall be under no obligation to provide any or all of the Software or Services
while the invoice(s)
concerned remain unpaid; and
(b) The amounts then due and payable shall be increased by the higher of the statutory commercial interest
over the period from the date of invoice to the date of payment in full, without prior notice being required. In
addition, all amounts due by Customer to Spontaneous for any reason, shall become payable at once.
Spontaneous shall be entitled to charge Customer for administrative costs relating to non-payment, with a
minimum of 5,000 INR.
In case of non-payment by Customer it shall be directly in default (in India) without Spontaneous having to
send Customer a notice of default.
Costs such as administrative costs and extrajudicial (collection) costs incurred by Spontaneous for the exercise and maintenance of its rights under the Order Confirmation and these Terms shall be borne by Customer.
Customer shall not be entitled to assert any credit, set-off or counterclaim against Spontaneous in order to
justify withholding payment of any amounts due under the Order Confirmation and the Terms (whether in
whole or in part).
Yearly on January 1, Spontaneous shall be entitled to increase the Subscription Fees, the fees payable in
respect of the additional Authorized Users subscriptions and fees for Services which increase will be notified
by
Spontaneous on its website at the latest on December 1.
CHANGE OF SOFTWARE OR SERVICES:
Spontaneous continuously works to improve its Software and Services and may change them at any
time without notice to Customer. From time to time Spontaneous may stop providing portions of
the Software or the Service, for example, in case it is no longer feasible or practical for
Spontaneous to provide the Software or the Service, the technology changes, customer feedback
indicates a change is needed, Spontaneous’s agreements with third parties no longer permits
Spontaneous to make their material available or external issues arise that make it imprudent or
impractical to continue to provide the Software or the Services.
CUSTOMER DATA:
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 5
Spontaneous is committed to helping protect the security of Customer Data and Spontaneous will strive to
keep the Software up and running. It is however Customer’s responsibility to regularly backup Customer Data
to prevent loss caused by occasional disruptions and outages of Software. Spontaneous is not liable for any
disruption or loss Customer may suffer. Spontaneous may further use those data for their business.
THIRD PARTY PROVIDERS:
Customer acknowledges that the Software and/or Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Spontaneous makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Spontaneous. Spontaneous recommends that Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Spontaneous does not endorse or approve any third-party website nor the content of any of the thirdparty website made available via the Software and/or Services.
We are using Google Map, GPS service to capture location and plot the location, Spontaneous recommends that
Customer refer the Google Map and GPS terms and condition and privacy policy prior to using.
SPONTANEOUS RIGHTS AND OBLIGATIONS:
Spontaneous is not responsible for any non-conformance of the Software and/or the Services which is caused
by use of the Software and/or the Services contrary to the instructions of Spontaneous or modifications or
alterations of the Software and/or the Services by any party other than Spontaneous or Spontaneous’s duly
authorized contractors or agents.
The Order Confirmation and these Terms shall not prevent Spontaneous from entering into similar agreements
with third parties, or from independently developing, using, selling or licensing documentation, products and/or
services which are similar to those provided under the Order Confirmation.
Spontaneous warrants that it has and will maintain all necessary licences, certificates, consents, and permissions necessary for the performance of its obligations under the Order Confirmation and the Terms.
During Normal Business Hours and at any time during which the Software is being used by Customer or its Authorized Users, Spontaneous or its authorized representatives shall have the right upon advance notice of at least 3 days to audit and inspect Customers’ utilization of the Software, for the sole purpose of verifying compliance with the terms of the Order Confirmation, the Terms and Spontaneous’s list of Authorized Users. All audits will be conducted in a manner that does not interfere with Customer’s business activities. Spontaneous will be responsible for all costs and expenses incurred by it or its representatives in the course of such audit or inspection. If verification or self-audit reveals any unlicensed use, Customer will have to promptly order sufficient Licenses and pay for additional Authorized Users to cover Customer’s past and present use. If unlicensed use is found, Customer will have to reimburse Spontaneous for costs it incurs in verification and Customer will need to acquire all necessary additional Licenses at retail license cost within 14 days.
CUSTOMER’S OBLIGATIONS:
Customer shall:
(a) Provide Spontaneous with all necessary cooperation in relation to the Order Confirmation and the Terms;
(b) Comply with all applicable laws and regulations with respect to its activities under the Order Confirmation
and the Terms;
(c) Carry out all other Customer responsibilities deriving from the Order Confirmation and the Terms in a
timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by
Parties, Spontaneous may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) Ensure that its network and systems comply with the relevant specifications provided by Spontaneous from
time to time; and
Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its
use of the Software
and/or Services that:
(a) Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically
offensive;
(b) facilitates illegal activity;
(c) Depicts sexually explicit images;
(d) Promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any
other illegal activity; or
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 6
(f) causes damage or injury to any person or property.
Customer shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,
display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any
form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form
all or any part of the Software; or
(c) access all or any part of the Software, Services and Documentation in order to build a product or service
which competes with the Software, Services and/or the Documentation; or
(d) subject to clause 18.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise
commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any
third party except the Authorized Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Software, Services or Documentation,
other than as provided under this clause.
Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software,
Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify
Spontaneous.
Spontaneous reserves the right, without liability to Customer, to disable Customer’s access to any material that
breaches the provisions of this clause.
TERM AND TERMINATION:
The agreement between Parties as laid down in the Order Confirmation shall, unless otherwise terminated as
provided in this
clause, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter,
this agreement
shall be automatically renewed for successive periods of 12 months, unless:
(a) either Party notifies the other party of termination, in writing, at least 90 days before the end of the
Initial Subscription Term
or any Renewal Period, in which case the agreement between Parties shall terminate upon the expiry of the
applicable Initial
Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of these Terms;
Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may
terminate the
agreement laid down in the Order Confirmation with the other Party without liability to the other if:
(a) the other Party commits a material breach of any of the terms of the Order Confirmation or these Terms and
(if such a
breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the
breach; or
(b) an order is made or a resolution is passed for the winding up of the other Party, or circumstances arise
which entitle a court
of competent jurisdiction to make a winding-up order in relation to the other Party; or
(c) a receiver is appointed of any of the other Party's assets or undertaking, or if circumstances arise which
entitle a court of
competent jurisdiction 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
(d) the other Party makes any arrangement or composition with its creditors, or makes an application to a court
of competent
jurisdiction for the protection of its creditors in any way; or
(e) the other Party ceases, or threatens to cease, to trade; or
(f) the other Party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
On termination of the agreement laid down in the Order Confirmation for any reason:
(a) all licences granted under the Order Confirmation shall immediately terminate;
(b) each Party shall make no further use of any software, equipment, property, Documentation and other items
(and all copies
of them) belonging to the other Party;
(c) if the agreement laid down in the Order Confirmation is terminated Spontaneous will delete Customer Data or
will otherwise
disable Customer’s access to such Customer Data. Spontaneous is under no obligation to notify Customer or return
Customer
Data to Customer.
(d) the accrued rights of the Parties as at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Customer may cancel the agreement laid down in the Order Confirmation at any time during the Free Trial
Term. A cancellation will be effective at the conclusion of the Free Trial Term.
In case Customer violates the Order Confirmation and the Terms, is ineligible to enter into it, or Spontaneous
suspect fraud,
Spontaneous may:
(a) Remove Customer Data from its Software or Services and/or disable the access of Customer to such Customer
Data;
(b) Suspend or cancel Customer’s access to the Software or the Services;
(c) Refer such activity to appropriate authorities;
(d) Pursue its remedies under applicable law; or
(e) Take any combination of these actions.
Customer Data that is deleted may be irretrievable.
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 7
INTELLECTUAL PROPERTY:
Customer acknowledges and agrees that Spontaneous and/or its licensors own all intellectual property rights in
the Software, the Services and the Documentation. Except as expressly stated herein, the Order Confirmation
does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names,
trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or
the Documentation.
Spontaneous confirms that it has all the rights in relation to the Software, the Services and the Documentation
that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the
Order Confirmation.
INDEMNIFICATION:
Customer shall defend, indemnify and hold harmless Spontaneous against claims, actions, proceedings, losses,
damages,
expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in
connection with
Customer's use of the Software, the Services and/or Documentation, provided that:
(a) Customer is given prompt notice of any such claim;
(b) Spontaneous provides reasonable co-operation to Customer in the defence and settlement of such claim, at
Customer's
expense; and
(c) Customer is given sole authority to defend or settle the claim.
Spontaneous shall defend Customer, its officers, directors and employees against any claim that the Software,
the Services or
Documentation infringes any patent, copyright, trade secret or any other proprietary right of any third party,
and shall indemnify
Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:
(a) Spontaneous is given prompt notice of any such claim;
(b) Customer provides reasonable co-operation to Spontaneous in the defence and settlement of such claim, at the
Spontaneous’s expense; and
(c) Spontaneous is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Spontaneous may procure the right for Customer to continue using
the Software, the Services and/or the Documentation, replace or modify those so that they become noninfringing
or, if such remedies are not reasonably available, terminate the agreement laid down in the Order
Confirmation on 2 Business Days notice to Customer without any additional liability or obligation to pay
liquidated damages or other additional costs to Customer.
In no event shall Spontaneous, its employees, agents and sub-contractors be liable to Customer to the extent
that the alleged
infringement is based on:
(a) A modification of the Software, the Services or Documentation by anyone other than Spontaneous; or
(b) Customer's use of the Software, the Services or Documentation in a manner contrary to the instructions given
to Customer
by Spontaneous; or
(c) Customer's use of the Software, Services or Documentation after notice of the alleged or actual
infringement from the Supplier or any appropriate authority.
The foregoing states Customer's sole and exclusive rights and remedies, and Spontaneous's (including the
Spontaneous’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of
any
patent, copyright, trade mark, database right or right of confidentiality.
LIMITATION OF LIABILITY:
If Spontaneous breaches the Order Confirmation or these Terms or if Customer has any basis for recovering
damages despite the limitations in the Order Confirmation and the Terms, Customer agrees that its exclusive
remedy is to recover from Spontaneous direct damages up to the amount paid out under the Spontaneous’s
liability insurance policy in the matter concerned, and if no payment from the insurance policy can be received,
liability of Spontaneous is limited up to INR 2500, with an limitation period of 1 year to recover damages. To
the extent permitted by applicable law, whatever the legal basis for the claim, Customer cannot recover any
other damages or losses, including, without limitation consequential, lost profits, special, indirect,
incidental or
punitive damages. These limitations and exclusions apply even if this remedy does not fully compensate you
for any losses or fails of its essential purpose or if Spontaneous knew or should have known about the
possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to
anything related to the Order Confirmation and the Terms such as:
(i) loss of Customer Data;
(ii) any
Virus
affection;
(iii) delays or failures in starting or completing transmissions or transactions;
(iv) claims
for breach
of contract, warranty, guarantee or condition;
(v) strict liability, negligence, misrepresentation,
omission,
trespass, or other tort;
(vi) violation of regulation.
PLATYLE APPLICATION TERMS AND CONDITIONS
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GENERAL TERMS AND CONDITION | PLATYLE 8
FORCE MAJEURE:
Spontaneous shall have no liability to Customer under the Order Confirmation if it is prevented from or delayed
in performing its
obligations under any Order Confirmation, or from carrying on its business, by acts, events, omissions or
accidents
beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of Spontaneous or 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 or sub-contractors, provided that Customer is notified of such an event and its
expected duration.
CONFIDENTIALITY:
Each party (“Receiving Party”) acknowledges that the other party’s (“Disclosing Party”) Confidential
Information constitutes valuable trade secrets and the Receiving Party agrees that it shall use the Disclosing
Party’s Confidential Information solely in accordance with the provisions of the Order Confirmation and these
Terms and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party
without the Disclosing Party's prior written consent. The Receiving Party agrees to use the same efforts, but
not less than commercially reasonable efforts, to protect the Disclosing Party’s Confidential Information from
unauthorized use and disclosure as the Receiving Party takes with respect to its own similar confidential
information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to be
disclosed by order of a court or other governmental entity, provided that the Receiving Party promptly notifies
the Disclosing Party and assists the Disclosing Party in resisting or limiting such disclosure. Each party shall
hold the other's Confidential Information in confidence and, unless required by law, 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 implementation of the Order Confirmation.
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 violation of the terms of the Order
Confirmation or these Terms.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential
Information caused by any third party.
Customer acknowledges that details of the Software, the Services, the Documentation and the results of any
performance tests of the Software and the Services, constitute the Spontaneous's Confidential Information.
Spontaneous acknowledges that Customer Data is the Confidential Information of Customer.
Any infringement by Customer of its obligations under this clause will entitle Spontaneous to claim payment of
a INR 25,000 lump sum, without prejudice to Spontaneous’s right to claim higher damages if Spontaneous can
prove the existence of such higher damages.
Spontaneous may list Customer's name in Spontaneous's materials and may otherwise inform third parties that
Customer is a customer that uses the Software and/or Services.
MISCELLANEOUS:
Any waiver, amendment or modification of the Order Confirmation will be effective only if made in writing and signed by the Parties. No failure or delay by either Party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
Customer may not assign the Order Confirmation and accompanying Terms or transfer any rights to use the
Software and/or the Services.
Spontaneous may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or
any of its rights or obligations under the Order Confirmation and the accompanying Terms, without notice to
Customer.
The Order Confirmation and these Terms do not confer any rights on any person or party other than the
Parties.
Spontaneous may provide Customer with information and notices about the Software, the Services and/or the
Documentation electronically, including via email, through the portal of the Software and/or the Services or
through a web site that Spontaneous identifies. Notice is given as of the date it is made available by
Spontaneous. Customer’s access and use of the Software and/or Services operates as Customer’s consent to
these practices.
If any provision in the Order Confirmation or these Terms is found to be invalid or unenforceable in any respect
in any jurisdiction:
a. the validity or enforceability of such provision shall not in any way be affected in respect of any other
jurisdiction and the validity and enforceability of the remaining provisions shall not be affected, unless the
Order Confirmation and accompanying Terms reasonably fail in their essential purpose; and
b. the Parties shall substitute such provision by a valid and enforceable provision approximating to the
greatest
extent possible the essential purpose of the invalid or unenforceable provision.
GOVERNING LAW AND JURISDICTION:
The Order Confirmation and these Terms are governed by the laws of the India.
Any disputes arising out of or in connection with the Order Confirmation or these shall exclusively be referred
to the competent courts of Ahmedabad, Gujarat, The India.