These terms of use (“Agreement”) are between Geoxis iHub Pvt Ltd, a company registered in India with company number U72900UP2019PTC119110 and registered address SA 19/100-5-K-J-T DANIYALPUR SARNATH VARANASI-221007 (UP) BHARAT (“GEOXIS”, “we” or “our”) and you and govern your use of the GEOXIS Platform and access to the Services.

In this Agreement, the defined terms listed below shall have the following meanings:

Additional Subscription Period(s) – the time period(s) for which you continue to subscribe for Services after your Minimum Term has expired, and which shall have the same duration as your Minimum Term

Affiliates – any entity that directly or indirectly controls, is controlled by, or is under common control with another entity

Company Website – means a website that promotes your services and may be licensed to you by GEOXIS as part of the Paid for Services

Data Protection Laws and all applicable INDIA laws and regulations governing the use or processing of personal data, including any national laws implementing or supplementing the foregoing

Domain Name – any domain name that may be offered to you as part of the Services

Intellectual Property Rights – patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Leads – any third party who contacts you as a result of the Services by any channel which may include, without limitation, telephone calls, SMS, emails and booking requests on the Company Website, irrespective of whether such enquiries result in purchases

Minimum Term – the minimum length of time that you have agreed to purchase the Services as set out on the Order Summary

Subscription Period(s) – after your Minimum Term has finished, unless otherwise notified to you in your Order Form, your Services will be provided on a monthly basis from the day after the Minimum Term finishes. So if your Minimum Term finishes on the 6th January, your Subscription Period will run from the 7th of January until the 6th February and continue monthly until you cancel

Order Summary – the Order Summary that was emailed to you which explains the package you have subscribed for, the price, the Start Date and the Minimum Term

Other Digital Accounts – any third party accounts that may be managed by GEOXIS as part of any Services, including (but not limited to) Google My Business, Facebook for Business, Bing, Google AdWords, Facebook advertising and Bing Ads

Services – includes any services which are provided to you by GEOXIS as set out in your Order Summary, which may include, without limitation, the building and hosting of your Company Website, provision of content on the Company Website, the Domain Name and any content created by GEOXIS for Other Digital Accounts

Referral Credit – any credit that may be applied to your account for recommending third parties who use the Services

Service Provider – a third party business that is promoting its products or services on the GEOXIS Platform

Start Date – the date at which your Services start, which shall be the date specified on the Order Summary

GEOXIS Platform – the technology platform owned by GEOXIS and its licensors that provides all GEOXIS managed websites and applications, including, if applicable, your Company Website, and enables the management of such websites

User Data – personal data (as defined in the Data Protection Act) that is collected on the GEOXIS Platform from end users

  1. SERVICES

1.1 GEOXIS agrees to provide you with access to any Services, as set out in the Order Summary, subject to the terms of this Agreement.

1.2 Unless you are on our free Starter Plan, you agree to pay for the Services from the Start Date for the Minimum Term at the rate set out in the Order Summary. GEOXIS will not provide any refunds unless the Services are not provided in accordance with this Agreement.

1.3 At the end of the Minimum Term, any Services that you pay for will automatically renew for Additional Subscription Periods until you provide notice to terminate in accordance with clause 1.4.

1.4 You can cancel or downgrade any Services at the end of the Minimum Term or any then current Additional Subscription Period before such period is due to expire by email to help@geoxis.in.

1.5 You are able to add additional Services or upgrade at any time through your GEOXIS IHUB. To login please click here. Please contact help@geoxis.in for more information. If you would like to transfer an existing domain name to GEOXIS then this can be managed as an additional service, subject to payment of a fee.

1.6 We may adjust the price of the Services at any time after the expiry of your Minimum Term on 1 month’s written notice.

1.7 If you qualify for a Referral Credit, you will be notified of the details of your credit by email and this will be applied to your next Subscription Period. If you cancel the Services before the Referral Credit has been applied then the Referral Credit shall automatically expire.

1.8 All payments are processed by third payment processors including Cashfree and its global affiliates. We do not hold any credit or debit card details. You agree to provide our third party payment processors with valid credit or debit card details and authorise them to store your information in accordance with their privacy policies and bill you according to the payment terms set out in your Order Summary and thereafter at the start of each Subscription Period.

1.9 If you fail to pay any charges when they fall due or request to cancel your account before the expiry of your Minimum Term then the total amount payable for the full duration of the Minimum Term will become immediately payable and we may suspend the provision of any Services until such monies are received. Interest will be charged on overdue payments at an annual rate.

1.10 All prices quoted are exclusive of anysales taxes.

1.11 GEOXIS may alter the Services from time to time. If such changes materially reduce their functionality, GEOXIS will notify you by email and you may provide notice within 30 days of the notification to cancel the Services with immediate effect, even if you are still within the Minimum Term.

1.12 The Start Date for the Services is the date you placed your order and you will be liable to pay for any Services as set out in your Order Form from the Start Date, whether or not you have provided GEOXIS with all the required information to set up the Services.

1.13 Invoices will be stored electronically on www.geoxis.in. You can view and download these at any time from your account or we can email you invoices on request.

1.14 If you have signed up to a promotional offer (as stated on your Order Summary) then this shall be subject to any payment terms and restrictions as stated on your Order Summary. GEOXIS reserves the right to limit Promotional Offers to any businesses or categories of business at its discretion and to withdraw any promotional offers without notice.

1.15 GEOXIS cannot guarantee that the Domain Name that you would like to purchase will be available through GEOXIS. If you have secured a Domain Name from GEOXIS then you must ensure that you pay any renewal fees to GEOXIS promptly to avoid losing the Domain Name.

  1. LICENCE

2.1 You grant GEOXIS and our affiliates a non-exclusive, worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process any content you upload to the GEOXIS Platform and, if applicable, any other content relating to your business on the GEOXIS Platform.

2.2 You can end this licence for specific content by deleting such content from the GEOXIS Platform or more generally by terminating this Agreement.

2.3 If you are paying for Services, you also grant GEOXIS a licence to manage your Other Digital Accounts for the purposes of promoting your business and to act as an agent on your behalf in binding you to the terms and conditions of your Other Digital Accounts. Such licence and agency relationship will continue after termination of this Agreement until you have assumed ownership of such accounts or they have been deleted by GEOXIS pursuant to clause 9.6. You confirm that you will comply with the terms of use of all Other Digital Accounts that we set up on your behalf and manage for you as part of the Services. You acknowledge that, where we manage your Other Digital Accounts, the content published on such platforms is managed by third parties and maybe outside of the control of GEOXIS.

2.4 If you are paying for Services, GEOXIS may licence you a Company Website and / or a Domain Name.

2.5 GEOXIS own all Intellectual Property Rights in the GEOXIS Platform and the Services. Except as expressly stated, this agreement does not grant you any Intellectual Property Rights in respect of the GEOXIS Platform and the Services.

  1. WARRANTIES

3.1 You make the following warranties to GEOXIS:

3.1.1 you are at least 18 years of age and have the right to enter into this Agreement;

3.1.2 you will not attempt to circumvent security, reverse engineer or interfere with the proper working of the GEOXIS Platform or Other Digital Accounts;

3.1.3 you will keep any password to access the GEOXIS Platform secure and be responsible for any unauthorised access as a result of a third party obtaining your password;

3.1.4 any content you upload to GEOXIS and your use of any Domain Name shall not be defamatory, indecent or illegal or breach the Intellectual Property Rights of any third party and shall be accurate and up-to-date and in accordance with all applicable legal obligations;

3.1.5 other than in relation to any Services that you have purchased, you will not use the GEOXIS Platform for commercial purposes;

3.1.6 you will not abuse the booking system of Service Providers available on the GEOXIS Platform;

3.1.7 you will ensure that all User Data made available to you from your Company Website is stored and managed in accordance with all applicable data protection laws and our Privacy Policy .

3.1.8 you will not sell or licence, or attempt to sell or licence, access to the GEOXIS Platform or Services without our written consent; and

3.1.9 you have the legal right to set up an account for the business that you are representing.

  1. INDEMNITY FROM CUSTOMER

4.1 You shall defend, indemnify and hold harmless GEOXIS against any claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with your use of the GEOXIS Platform, any Services including, without limitation, any Domain Name, or your breach of the warranties set out in clause 3 of this Agreement.

  1. DISCLAIMER

5.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER GEOXIS OR ITS AFFILIATES OR SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE GEOXIS PLATFORM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON – INFRINGEMENT. GEOXIS CANNOT BE RESPONSIBLE FOR THE QUALITY OF THE LEADS YOU RECEIVE THROUGH THE PAID SERVICES OR WHAT PROPORTION WILL CONVERT TO PAYING CUSTOMERS.

5.2 GEOXIS cannot guarantee the continuous, uninterrupted or error – free operability of the GEOXIS Platform or that it will be free from computer viruses or similar threats. There may be times when some or all features of the GEOXIS Platform become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by GEOXIS, in GEOXIS’s sole discretion, without notice. GEOXIS will not be liable to you or any third party for any unavailability, modification, suspension of any elements of the GEOXIS Platform or for any loss or damage as a result of computer viruses or similar threats.

5.3 GEOXIS takes all appropriate measures to ensure that the content on the GEOXIS Platform is accurate, complete, legal and not misleading or offensive. However, we do not review content provided by users and are not responsible for such content. If you come across any content that breaches these principles, please notify us by writing to us at help@geoxis.in. We reserve the right to remove or edit any content at any time without notice.

5.4 You are responsible for deciding if you want to access third party sites that link from the GEOXIS Platform. Third party sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. GEOXIS is not responsible for third party sites and you should use them at your own risk.

5.5 GEOXIS may require access to your Other Digital Accounts on your behalf in order to provide certain Services. You acknowledge that you have separate agreements with the service providers managing your Other Digital Accounts and you are solely liable under such agreements. GEOXIS does not accept any responsibility or liability for their platforms, features, terms or policies, or the accuracy of any content relating to your business that may be available on their sites.

  1. CAP ON LIABILITY

6.1 Nothing in this agreement excludes GEOXIS’s liability to you for death or personal injury caused by GEOXIS’s negligence or for fraud or fraudulent misrepresentation.

6.2 Subject to clause 6.1, GEOXIS shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, or for any loss of profit (including by way of example and without limitation, loss of profit a result of your business not showing on a search engine), loss of revenue, contracts, data, goodwill or other similar losses, arising under or in connection with your use of the GEOXIS Platform or any Services.

6.3 Subject to clause 6.1, GEOXIS’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount paid by you for any Services during the 12 months immediately preceding the date on which the claim arose.

  1. BOOKING SERVICES & CUSTOM MESSAGES

7.1 If you use the GEOXIS Platform to request a booking with or to send a message to a Service Provider then your contact details will be passed to the Service Provider in accordance with our Privacy Policy .

7.2 Any goods or services that you may agree to purchase from a Service Provider (including via a payment link on the GEOXIS Platform) are agreed directly between you and the Service Provider and you will make any payments to the Service Provider or its payment processor directly. GEOXIS is not responsible or liable to you for such goods or services.

7.3 You should check all details and any restrictions relating to goods and services before making a booking request or a purchase and ensure that you notify the Service Provider of any conditions that might be relevant to the provision of the services.

7.4 All services listed on the GEOXIS Platform are subject to the availability of the Service Provider. Price information listed may be inaccurate and you should confirm this directly with the Service Provider prior to booking any services or purchasing any goods.

7.5 You should contact the Service Provider directly if you have any complaints regarding the services provided to you.

  1. DATA PROTECTION

8.1 The management and use of all User Data is governed by our Privacy Policy.

8.2 Subject to clause 8.1, GEOXIS shall own all User Data and may use it for any purpose set out in our Privacy Policy notwithstanding the termination of this Agreement for any reason. GEOXIS gives you the right to use User Data collected via your Company Website to the extent needed for you to provide your goods and services.

  1. TERMINATION

Subject to clause 9.2 below, either party may terminate this Agreement on 1 month’s written notice to the other.

9.2 Clause 9.1 shall only apply where you have not purchased Services or where you have purchased Services but the Minimum Term will have expired within 1 month of serving notice to terminate.

9.3 GEOXIS reserves the right to cease providing Services to you with immediate effect if it considers, in its sole discretion, that you are acting in violation of its policies or the products or services offered on your Company Website are not supported by GEOXIS. Either party may terminate this Agreement with immediate effect if: (i) the other party is in material breach of the Agreement; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.

9.4 If the Services are cancelled by either party or this agreement is terminated then the rights and licences granted to you under this Agreement, including your licence to the Company Webpage and the Domain Name, will be terminated with immediate effect.

9.5 Prior to the termination of this Agreement, you may elect for the registration of the Domain Name to be transferred to you, subject to payment to GEOXIS of a transfer fee.

9.6 In the event that we are managing your Other Digital Accounts as part of any Services, on termination we may, at our discretion, either delete such accounts, transfer them to you, or leave them as is.

  1. MISCELLANEOUS

10.1 GEOXIS may revise this Agreement from time to time. The most current version will always be posted on our website. Any material changes will be notified to you by email if you have a GEOXIS account.

10.2 This Agreement, including the Order Summary, supersedes any prior agreements between us and constitutes the entire Agreement related to this subject matter. If there is a conflict between this Agreement and the Order Summary, the Order Summary shall take priority.

10.3 If you have any questions or issues with this Agreement or the quality of your Services please contact GEOXIS at help@geoxis.in or through the notice procedures in clause 10.7.

10.4 GEOXIS will not be liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control (for example natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance).

10.5 The terms and conditions of this Agreement including the price of any Services, will be considered the confidential information of GEOXIS, and you will not disclose this information to any third parties.

10.6 You may not assign or transfer this Agreement or any rights or obligations under this Agreement without GEOXIS’s written consent. GEOXIS may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale.

10.7 Notices can be sent by email, post or hand delivery and are deemed given when received. GEOXIS’s address for notices is help@geoxis.in and Legal Department, SA 19/100-5-K-J-T DANIYALPUR SARNATH VARANASI-221007 (UP) BHARAT.

10.8 Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

10.9 If GEOXIS fails to enforce, or delay in enforcing, any of GEOXIS’s rights under these terms, that does not result in a waiver of the rights concerned.

10.10 No terms are enforceable under the Contracts (Rights of Third Parties) by a person who is not a party to this Agreement.

11.11 This Agreement is governed by INDIA law and subject to the exclusive jurisdiction of the courts of Varanasi and New Delhi.

Last Updated 22 August 2019