Terms of Service
1. IntroductionWe’re pleased to make available to you JOP which is a software as a service (SAAS) application developed, owned and operated by JOPINC Pvt Ltd. (“JOP”). JOP is the only authorized reseller license holder. JOP is a business performance enablement and people management platform which is accessible from the website www.jopinc.co, and, or, other authorized servers by JOP (“Site”). By using the JOP service software you are entering into a binding contract with our company and agree to by these Terms of Service (“Terms”). If you don’t agree with these Terms, then you have a choice not to get into this agreement.
3. License RestrictionsSubject to these Terms, JOP grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own personal, non-commercial use. The rights approved to you in these Terms are subject to the following restrictions: (a) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. JOP reserves the right to change, suspend, or cease the Site with or without notice to you. You approved that JOP will not be held liable to you or any third-party for any change, interruption, or termination of the Site or any part. You agree that JOP will have no obligation to provide you with any support in connection with the Site. Excluding any User Content that you may provide, you are aware that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by JOP or JOP’s suppliers, contractors, affiliates and associates. Note that these Terms and access to the Site do not give you any rights, title or interest in or to any intellectual property rights, except for the limited access rights expressed herein. JOP and its suppliers reserve all rights not granted in these Terms.
4. User Content“User Content” means any and all information and content that a user submits to the Site. You are exclusively responsible for your User Content. You bear all risks associated with use of your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by JOP. Because you alone are responsible for your User Content, you may expose yourself to liability. JOP is not obliged to backup any User Content that you post; also, your User Content may be deleted at any time without prior notice to you. You are solely responsible for making your own backup copies of your User Content if you desire. You hereby grant to JOP an irreversible, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irreversibly waive any claims and assertions of moral rights or attribution with respect to your User Content. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site, whether through password mining or any other means; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to the Site. If you provide JOP with any feedback or suggestions regarding the Site, you hereby assign to JOP all rights in such Feedback and agree that JOP shall have the right to use and fully exploit such Feedback and related information in any manner it believes appropriate. JOP will treat any Feedback you provide to JOP as non-confidential and non-proprietary. You agree to indemnify and hold JOP and its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. JOP reserves the right to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of JOP. JOP will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Intellectual Property RightsThis Agreement does not grant you any rights, title, or interest in or to the JOP software, documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the JOP Software). JOP also retains all right, title and interest to transactional and performance data related to the use of the service that we may collect, use and disclose for our business purposes (including software use optimization and product marketing) provided that such use does not reveal any of your confidential information.
6. No Warranty and Limitation of LiabilityExcept in the case of gross negligence or wilful misconduct, in no event shall JOP be liable for any indirect, incidental, punitive, exemplary, special, or consequential damages (including, without limitation, damages for loss of profits or revenues, loss of use, business interruption, loss of data or breach of security with respect to your data, loss of business information and other pecuniary loss and costs or legal expenses) incurred by you or any third party, arising from or related to the Service or its use, however caused and whether based in contract, statute, tort, or any other theory of liability, even if a party has been advised of the possibility of such damages. JOP’s total liability to the you or any third party for any claim, or damages under these Terms shall not exceed the amounts paid to JOP during the last one (1) month prior to the event giving rise to such claim, or damages. the parties acknowledge and agree that the foregoing is a reasonable allocation of risk.
7. Governing Law & Dispute ResolutionAny dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The dispute shall be presided over by a Sole Arbitrator, appointed mutually by JOP and you, and the award made in pursuance thereof shall be binding on the parties. The seat and venue of the arbitration proceedings shall be New Delhi. The parties agree that the arbitration proceedings shall be conducted by way of submission of written pleadings, documents, and submissions made by the parties without any oral hearing. In the event of a dispute between you and any third party, you irrevocably release JOP from any and all direct, indirect, incidental, special, exemplary, regulatory, or consequential damages. Except to the extent expressly provided in the following paragraphs, these Terms and the relationship between you and JOP shall be governed by the laws of India excluding any conflicts of law provisions.
8. Generala. Force Majeure: Under no circumstances will JOP be liable for failure to fulfill our obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labour or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
b. Severability: If any provision of these Terms should be held invalid, illegal or unenforceable by a court having jurisdiction, all other provisions of these Terms shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
c. Entire Agreement: These Terms, as amended from time to time, including any schedules and exhibits attached hereto and any executed Order Forms comprise the entire agreement between us with respect to the service and supersedes all prior representations, agreements and understandings, written or oral.
d. Publicity: If you subscribe to the Service, you agree that we may disclose the fact that you are our customer. While these Terms are in effect, you grant us the right to reference your company name, along with your logo, in marketing materials and on our public website until such time as your use of the service is discontinued.
e. No Waiver: Any failure by JOP to enforce the other party’s strict performance of any provision of these Terms shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of these Terms.