Terms of Services
1. INTRODUCTION
Welcome to Non Zero Design LLP, a company based in India. These Terms of Service regulate the use and access of the website at www.nonzero.space,software(s), APIs, and mobile websites and applications related, linked, or otherwise connected thereto (collectively, the “Platform”).
These Terms of Service, the Privacy Policy, Cancelations and Refunds Policy and other additional terms we make available from time to time set out the legal obligations and terms and conditions governing your interaction with and use of the Platform (collectively, the “Terms”). This document contains a mandatory arbitration provision that regulates the resolution of any dispute that may arise between you and us as a result of using our Platform. By clicking “Accept” whenprompted, or using or accessing the Platform, you acknowledge and agree that you will adhere to these Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference. If you do not agree to any of these Terms, including the compulsory arbitration provision, you must stop using the Platform. By accepting these Terms, you agree that the Terms constitute a binding contract, effective as of the date of your first acceptance, between Non Zero Design LLP (hereinafter referred to as “Non Zero,” “we,” “us,” or “our”) and you, the user (hereinafter referred to as “you” or “your”) (each a “Party” to the contract and collectively, the “Parties”)
2. ELIGIBILITY
2.1 To use our Platform, you must:
2.1.1 Be at least of the age of majority and not disqualified from entering into contracts under any law;
2.1.2 agree to our Terms; and
2.1.3 provide true, complete, and up to date legal and contact information
2.1.4 You represent and warrant that you have the authority to accept these Terms on behalf of the company you may be affiliated with.
2.1.5 By using Platform, you represent and warrant that you will use Platform only for non-commercial purposes.
2.1.6 By using Platform, you represent and warrant that you meet all the requirements listed above and that you won’t use Platform in a way thatviolates any laws or regulations. Non Zero may refuse service, and change eligibility requirements at any time.
2.1.7 By accepting these Terms, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, arepermitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to bea user.
3. PERSONAL DATA
To provide you with the Platform as mentioned in these Terms it is required that we collect your basic information which may include (without limits) your name,phone number, address (“Personal Data”). You agree that your Personal Data is collected by us through your consent.
4. TERM
By clicking Submit, you confirm that you have read and understood our Terms, and you give your explicit, voluntary consent to Non Zero Design LLP to processthe Personal Data you have provided for the purpose(s) outlined therein. You may withdraw your consent at any time by contacting us at help@nonzero.space, without affecting your access to essential services.
5. SERVICES
5.1 The Platform describes, and provides a means to enquire in respect of, the services, deliverables and engagements offered by Non Zero (the “Services”).Nothing on the Platform constitutes an offer capable of acceptance, and no Services are provided to you by reason only of your access to or use of thePlatform.
5.2 The Services shall be provided solely as per, and on the terms of, a separate written agreement executed between you and Non Zero (the “ClientAgreement”), which shall set out the scope of the Services, the deliverables, the fees and payment terms, the timelines and all other commercial terms applicableto them. No Services shall be provided in the absence of an executed Client Agreement.
5.3 Non Zero shall be under no obligation to accept any enquiry, request or proposal, or to provide any Services, unless and until a Client Agreement is executed. Wemay decline any enquiry, request or proposal at our sole discretion, without assigning any reason.
5.4 In the event of any conflict or inconsistency between the Client Agreement and these Terms, the Client Agreement shall prevail to the extent of such conflict, inrespect of the Services covered by it. These Terms shall continue to govern your access to and use of the Platform and shall apply to all matters not expresslyregulated by the Client Agreement.
5.5 The Cancellations and Refunds Policy shall apply to the Services and to all fees payable in respect of them, subject always to Clause 5.4.
6. USER REPRESENTATIONS
6.1 You represent and warrant not to do the following:
6.1.1 Use, display, mirror or frame the Platform or any individual element within the Platform, proprietary information, or the layout and design ofany page or form contained on a page, without our express written consent;
6.1.2 Access, tamper with, or use non-public areas of the Platform, our computer systems, or the technical delivery systems of our providers;
6.1.3 Attempt to probe, scan or test the vulnerability of any of our system or network or breach any security or authentication measures;
6.1.4 Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of ourproviders or any other third party (including another user) to protect the Platform or Platform Content;
6.1.5 Attempt to access or search the Platform or Platform Content or download Platform Content from the Platform through the use of anyengine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the softwareand/or search agents provided by us or other generally available third-party web browsers;
6.1.6 Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
6.1.7 Use any Meta tags or other hidden text or metadata utilizing our trademark(s), logo URL or product name without our express writtenconsent;
6.1.8 Use the Platform or Platform Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any mannernot permitted by these Terms;
6.1.9 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform orPlatform Content to send altered, deceptive or false source-identifying information;
6.1.10 Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or Platform Content;
6.1.11 Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading,flooding, spamming, or mail-bombing the Platform;
6.1.12 Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission;
6.1.13 Impersonate or misrepresent your affiliation with any person or entity;
6.1.14 Violate any applicable law or regulation; or
6.1.15 Encourage or enable any other individual to do any of the foregoing.
7. LICENSE
Subject to the Terms, Non Zero gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the Platform (and other itemsdisplayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms. It is expressly prohibited without the priorexpress permission from Non Zero to use, reproduce, modify, distribute, or store any Content for purposes other than using the Platform consistent with theseTerms herein
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Platform contains Intellectual Property of Non Zero in the form of content, graphics, videos, audios, text and any other digital content (“Platform Content”).This is an agreement for the use of Platform, and you are not granted a license to any Platform Content under these Terms of Service. Except to the extent thatapplicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover thesource code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labelsfrom the Platform Content; reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the PlatformContent; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of theforegoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform, generate automated searches, requests andqueries, or to strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than asexpressly permitted in this Terms of Service.
8.2 You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other materialcomprising the Platform, are the property of the Non Zero or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as thecopyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are notauthorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Non Zero. Your use ofthe Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain inNon Zero or its third-party suppliers, as the case may be.
8.3 You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Non Zero and you hereby irrevocablytransfer and assign to Non Zero such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback inthe ordinary conduct of your business.
8.4 It is our Policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we shall terminate ourengagement with you. If you find that anything on our Platform infringes any copyright that you own or control, please contact us using the informationprovided in section 19.
9. THIRD-PARTY SERVICES
The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may containlinks to the Platform. Also, Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on theInternet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable forincluding but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusionof any such link shall not imply our endorsement or any association in any way between us and their operators. You also agree that we will not be responsible orliable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any suchcontent, goods, or services available on or through any such website or resource.
10. TERMINATION
We reserve the right to terminate your access to all or any part of the Platform at any point of time, without providing any cause, with or without notice, effectiveimmediately. Any such termination shall immediately revoke the license granted under Section 7, and you shall effective immediately be prohibited fromaccessing or using the Platform or Content for any reason. The provisions of these Terms which by their nature should survive termination shall survivetermination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.
11. RELEASE
By clicking Submit, you confirm that you have read and understood our Terms, and you give your explicit, voluntary consent to Non Zero Design LLP to processthe PersonaaTo the maximum extent permissible by applicable law, you hereby absolutely release Non Zero and its affiliates as well as all other users of the Platform fromresponsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds andnature, known and unknown and claims of negligence, that may arise from the use of or inability to use, or in relation to your use of and/or reliance on thePlatform, including any disputes which may arise between users and the acts or omissions of third parties.l Data you have provided for the purpose(s) outlined therein. You may withdraw your consent at any time by contacting us at help@nonzero.space,without affecting your access to essential services.
12. WARRANTY DISCLAIMER
THE PLATFORM AND ALL CONTENT PROVIDED THEREIN ARE OFFERED ON AN “AS IS”, “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR SOLE RISK. NON ZERO, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NON ZERO DOES NOT WARRANT THAT: (I) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE PLATFORM OR ITS CONTENT ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) INFORMATION PROVIDED IS COMPLETE, ACCURATE, RELIABLE, OR CURRENT; (V) ANY SERVICE, CONTENT, OR PRODUCT FEATURED IS SAFE, SUITABLE, OR EFFECTIVE FOR ANY PARTICULAR PURPOSE; (VI) RESULTS FROM USE OF THE PLATFORM WILL MEET YOUR EXPECTATIONS; (VII) USE OF THE PLATFORM WILL COMPLY WITH APPLICABLE LAWS OR REGULATIONS; (VIII) USE OF THE PLATFORM WILL NOT SUBJECT YOU TO ANY LEGAL LIABILITY OR DUTY. (IX) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION, INCLUDING THIRD-PARTY TRADEMARKS OR CONTENT. EXCEPT FOR WARRANTIES THAT CANNOT BE EXCLUDEDUNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED.
13. INDEMNIFICATION
You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ including butnot limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penaltiesor sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, oraccess to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse ofanyone’s private, proprietary, or Personal data; (d) infringement by you (or any third party) of any intellectual property or other rights of any person or entity; or(e) otherwise in violation of these Terms in any way. It is our right to assume the exclusive defense and control of any matter otherwise subject to indemnificationby you, in which event you shall assist and cooperate with us in asserting any available defenses at your expense, including reasonable attorneys’ fees incurredby us.
14. LIMITATION OF LIABILITY
THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES,CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY,NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OFGOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPEWHATSOEVER (HOWEVER ARISING), (II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN), (III) ANY PERSONALINJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM, (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISINGOUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, OR (V) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE)OR GREATER THAN ANY FEES PAID BY YOU FOR USING OF PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIESUNDER THESE TERMS OF SERVICE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE. NOTHING IN THESETERMS OF SERVICE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF SERVICE.
15. GOVERNING LAW
The Parties agree that the validity, operation, and performance of these Terms shall be governed by and interpreted in accordance with the laws of India,applicable therein (notwithstanding conflict of law rules). The Parties expressly and irrevocably submit to the jurisdiction of the courts in New Delhi with respectto any matter, claim, suit, action, or proceeding arising under or related to these Terms.
16. DISPUTE RESOLUTION
Any dispute concerning the subject matter of this Terms, or the breach, termination or validity thereof (a “Dispute”) will be settled exclusively inaccordance with the procedures set forth herein. The Dispute resolution shall be done solely through online arbitration or through video conferencing usingappropriate software/applications. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth thenature of the Dispute and a concise statement of the issues to be resolved. The Dispute resolution shall be conducted by an arbitrator who is mutually selectedby the parties. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator, andthe costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waiveall rights of appeal, therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.
17. MODIFICATION
We shall have the right to make modifications or replace any of the Terms, or suspend, change, or discontinue the Platform (including but not limited to, the availability of any featured content, or database,) at any time or instance by posting a notice through the Platform . We may also do so by sending you a notice via email, via the Platform, or by any other means of communication. We reserve the right to impose limits on certain features. We may if required to do so restrict your access to parts or all of the Platform without notice or liability. We endeavor to try and provide notice of modifications to these Terms. However, you also agree that it is also your responsibility to make reasonable efforts to be aware of such modifications. When you continue to use the Platform after notification of any modifications to the Terms shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to the Terms in effect at the time of such use.
18. MISCELLANEOUS
18.1 Entire agreement and severability. These Terms are the entire agreement between you and us with regards to the Platform. Save for any Client Agreement executed between you and Non Zero, which shall prevail in accordance with Clause 5.4, these Terms supersede all prior, contemporaneous communications and proposals made (whether oral, written or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms arefound to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
18.2 Relationship of the parties. You and Non Zero are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship you nor any fiduciary duty.
18.3 Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmentalaction.]
18.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.
18.5 Notices. All notices under these Terms shall be in writing Unless otherwise specified in these Term of Use. Notices to us shall be sent by email to help@nonzero.space. You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall beeffective upon transmission.
18.6 No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
18.7 Interpretation. The headers are provided only to make this agreement easier toread and understand.
19. CONTACT
You may contact us through our website or at the following address: Non ZeroDesign LLP, Enam Sambhav, BKC, WeWork Enam Sambhav, C - 20, G Block Rd, GBlock BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400051,India. You can also reach us via email at help@nonzero.space
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