Online Monk  Marketing Private Limited (“Us” or “We” or “Online Monk” or “Company”) provides You the access to the website https://www.onlinemonk.co/ (“Website”) and our related services, applications, products and content (herein after collectively referred to as the “Services”) to You, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between Us and You. In addition, when using the services or materials on this Website, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

“Client”“You”“Your” and “Yourself” refers to you, the person accessing this Website and accepting the Company’s terms and conditions.

“Party” or “Parties”, refers to both the Client and Online Monk, or either the Client or Online Monk.

By using this Website, you agree to be bound by these Terms of Use. If you do not wish to be bound by these terms, you may not use or access the Website and therein provided services. Access to certain Services or features of the Services (such as, by way of example and not limitation, the ability to submit or share User Content (defined below)) may be subject to age restrictions and not available to all users of the Services. Our Services are provided for private, non-commercial use.

These Terms of Use are effective as of today. We expressly reserve the right to change these Terms of Use from time to time without notice to You. You acknowledge and agree that it is your responsibility to review this Website and these Terms of Use from time to time and to familiarize Yourself with any modifications. Your continued use of this Website after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

The Terms of Use form a legally binding agreement between You and Us, and hence, please take the time to read them carefully. By using our Services, You state that:

  1. You are legally capable of forming a binding contract;
  2. You will comply with these Terms of Use and all applicable domestic and international laws and regulations.

 

  1. Acceptance of Terms of Use

By accessing or using our Services, You confirm that You can form a binding contract with Online Monk, that You accept these Terms of Usevand that you agree to comply with them.

If you are accessing or using the Services on behalf of a business or entity, then (a) “You” and “Your” includes You and that business or entity, (b) You represent and warrant that You are an authorized representative of the business or entity with the authority to bind the entity to these Terms of Use, and that You agree to these Terms of Use on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of Your account by others affiliated with Your entity, including any employees, agents or contractors.

You can accept these Terms of Use by accessing or using our Services. You understand and agree that We will treat Your access or use of the Services as acceptance of these Terms of Use from that point onwards.

  1. Client Content

Client Content means all business data and other information or content that is made available by or on behalf of Client in connection with its use of the Products. As between Online Monk and Client, Client retains ownership of all rights to the Client Content except as may otherwise be indicated in a Statement of Work.

Online Monk offers its clients various products and services (each, a “Product”) that may be purchased as subscriptions. Online Monk reserves the right, in its sole discretion, to make any changes to the Products that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Online Monk’s Products to its customers, (ii) the competitive strength of or market for the Products or (iii) the Products’ cost efficiency or performance; or (b) to comply with applicable law. The specific Product subscriptions purchased by Client and made available by Company will be identified in one or more separate, written schedules that are entered into by both Parties and reference this Agreement (each, a “Statement of Work”, as applicable).

Statements of Work signed by both Parties will become a part of these Terms of Use and are incorporated herein by reference. To the extent any provision of a Statement of Work conflicts with any provision set forth herein, the provision set forth in such Statement of Work will prevail.

Certain Products may involve distribution of Client Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). Client further acknowledges and agrees that (i) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (ii) Online Monk does not guarantee that any Client Content will be displayed on any Publisher Site and (iii) the appearance and/or location of any Client Content placement may change at any time.

  1. Third Party Interaction and Links to Third Party Sites

In Your use of the Website, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors of the Website. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that Online Monk has no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

The Website may be linked to other websites on the World Wide Web that are not under the control of or maintained by Us. Such links do not indicate any responsibility or endorsement on our part for the external website concerned, its contents or the links displayed on it. These links are provided only as a convenience, in order to help you find relevant websites, services and/or products that may be of interest to You, quickly and easily. It is Your responsibility to decide whether any services and/or products available through any of these websites are suitable for Your purposes. Company is not responsible for the owners or operators of these websites or for any goods or services they supply or for the content of their websites and does not give or enter into any conditions, warranties or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external web site to which this Website includes a link infringes the intellectual property rights of any third party).

  1. Licence Agreement

You hereby grant Online Monk a worldwide, royalty-free, trasferable, non-exclusive license to host and use the content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license.

The license includes the right to use your content in connection with Online Monk’s operation of the Website, provided such content is attributed to you in accordance with the credits (i.e. business name, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted by you.

You are responsible for any content that you have posted to the Website and that may be lost or unrecoverable through your use of the Services. We may, but have no obligation to, monitor content on the site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations or operate the Services properly. We may also refuse to post, remove, or require you to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms of Use.

  1. Payment

For each Product subscription, Client will pay Online Monk the applicable fees (“Fees”) in the amounts, and in accordance with the payment terms, set forth on the applicable Statement of Work. Fees do not include any taxes, levies, duties or similar governmental assessments, including, for example, value-added, sale, use or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying any Taxes associated with its purchases hereunder. If Online Monk has the legal obligation to pay or collect Taxes for which Client is responsible under this section, Online Monk will invoice Client and Client shall pay that amount unless Client provides Online Monk a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Online Monk is solely responsible for taxes assessable against it based on its income, property and employees. Purchased subscriptions once paid are non-refundable. Client agrees that its purchases are not contingent on Online Monk’s delivery of any future functionality or features.

Any late payments will bear interest at the rate of 1.5% per month calculated on daily basis till it is fully paid. If any amount owing by Client is overdue, Online Monk may, without limiting its other rights and remedies, suspend Client’s access to Product(s) until such amounts are paid.

  1. Unauthorised use of Products

Subject to and conditioned on Client’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Online Monk hereby grants Client a limited, non-exclusive, non-transferable right to access and use the applicable Products during the term of each applicable Statement of Work in accordance with these Terms of Use. Client agrees that it shall take commercially reasonable measures (which shall be no less stringent than those it uses to protect Client’s similar information) to safeguard all information related to the access and use of the Products, including (but not limited to) login information, account passwords. If Client becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Online Monk in writing and shall work cooperatively with Online Monk to resolve problems related to unauthorized access.

  1. Use of Client Content

If Online Monk identifies any Client Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), Online Monk may (but is not required to), in addition to its other available rights and remedies, modify the Client Content to render it true.

Client acknowledges that various Products involve the provision of Client Content to Publishers for use and publication, and that such Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Client Content, including, but not limited to, rights to publish and syndicate such Client Content.

Client grants Online Monk and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content in each case only to the extent required by such Publisher.

  1. Access to Website and Services

Your access to and use of the Services is subject to these Terms of Use and all applicable laws and regulations. You may not:

  • access or use the Services if You are not fully able and legally competent to agree to these Terms of Use;
  • carry out any activity during the access or use of our Services which is unlawful, misleading, discriminatory or fraudulent in any way;
  • make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
  • distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;
  • market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
  • use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
  • interfere with or attempt to interfere with the proper working of the Services, disrupt our Website or any networks connected to the Services, or bypass any measures We may use to prevent or restrict access to the Services;
  • incorporate the Services or any portion thereof into any other program or product. In such case, We reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;
  • use automated scripts to collect information from or otherwise interact with the Services;
  • impersonate any person or entity, or falsely state or otherwise misrepresent You or Your affiliation with any person or entity, including giving the impression that any content You upload, post, transmit, distribute or otherwise make available emanates from the Services;
  • intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • use or attempt to use another’s account, service or system without authorisation from Us, or create a false identity on the Services;
  • use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
  • use the Services to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; any unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation; any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., National Insurance numbers, passport numbers) or credit card numbers; any material which does or may infringe any copyright, trade mark or other intellectual property or privacy rights of any other person; any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory; any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm; any material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people; any material that contains a threat of any kind, including threats of physical violence; any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
    • any answers, responses, comments, opinions, analysis or recommendations that You are not properly licensed or otherwise qualified to provide; or
    • material that, in the sole judgment of Online Monk, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Online Monk, the Services or its users to any harm or liability of any type.
  1. Intellectual Property Information

By accepting these Terms of Use, you acknowledge and agree that all content presented to You on the Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Online Monk. You are only permitted to use the content as expressly authorized by Us or the specific content provider. As a condition of Your access to and use of the Services, You agree not to use the Services to infringe on any intellectual property rights. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

Neither We or our affiliates warrant or represent that Your use of materials displayed on, or obtained through, the Website will not infringe the rights of third parties. Nothing in these Terms of Use grants You any right to use any trademark, service mark, logo, and/or the name of Online Monk.

We do not share any confidential information of our users with any other users.

  1. Indemnification

You shall indemnify, defend, and hold harmless Online Monk and Online Monk’s officers, directors, employees, agents, Affiliates, successors, and permitted assignees (individually an “Indemnified Party,” and collectively the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, cost or expenses, including legal and court fees incurred by the Indemnified Parties (“Losses”), arising out of any third party claim brought against Us relating to or arising out of an allegation of (a “Claim Against Online Monk”):

  • breach of or failure to comply with the Terms of Use;
  • breach of obligations provided in any other document included on the site;

by You or by any other person using Your system/account.

  1. Limitation of Liability & Disclaimer

In no event shall We or our affiliates be liable to You or any third party for any special, punitive, incidental, direct, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this Website or of any web site referenced or linked to from this Website.

Notwithstanding any provision to the contrary, under no circumstances shall the total indemnification obligation of Online Monk under these Terms of Use for any damages resulting directly from these Terms of Use, and all claim(s), fees, costs, judgments, expenses, and/or awards to which you may be subjected or that are brought or entered against You, in the aggregate, exceed the amount paid by You to the Company for the Services performed by the Company to You.

The services and any other services provided by us in connection with these terms of use are supplied on an “as is” and “as available” basis. To the fullest extent under applicable law, the we make no, and disclaims all, warranties (including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and non-infringement), guarantees, and representations, whether expressed, implied, oral or otherwise. We will not be held liable, or considered in breach of these terms of use, on account of a delay or failure to perform under these terms of use, as a result of causes or conditions that are beyond the company’s control.

The website could include technical or other mistakes, inaccuracies or typographical errors. We may make changes to the materials and services at the website, including the prices and descriptions of any products listed herein, at any time without notice. The materials or services at the website may be out of date, and we make no commitment to update such materials or services.

The use of the services or the downloading or other acquisition of any materials through this website is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your devices or loss of data that results from such activities.

You are responsible for any mobile charges that may apply to your use of our service, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the service.

To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the services, including, by way of example and not limitation, any carrier, copyright owner or other user, is directly between you and such third party, and you irrevocably release us and our affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

  1. Representations and Warranties

Each Party represents, warrants and covenants that as of the date of accepting these Terms of Use and/or the applicable Statement of Work (“Effective Date”) and at all times during the term of these Terms of Use: (i) these Terms of Use constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of these Terms of Use; and (ii) it has all corporate authority required to enter into this agreement. Client represents, warrants and covenants that as of the Effective Date and at all times during the term of this agreement it has obtained, and grants to Online Monk, sufficient rights to access and use Client Content to deliver the Products in accordance with these Terms of Use.

  1. Term and Termination

The term of these Terms of Use begins on the Effective Date and shall continue, with respect to any Statement of Work, for as long as such Statement of Work remains in effect (the “Term”).

Either Party may terminate this agreement upon written notice to the other in the event that the other Party commits a material breach of the Terms of Use and/or applicable Statement of Work and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice. Online Monk shall have the right to immediately terminate the Terms of Use and/or applicable Statement of Work in the event of late payment by Client in accordance with clause 5.

Upon expiration or termination of these Terms of Use for any reason: (a) any amounts owed to Online Monk under these Terms of Use including any Statement(s) of Work before such termination will be immediately due and payable; (b) Online Monk reserves the rights in its sole discretion to disable all access to the Products, using any lawful means, including, but not limited to those that disable Client’s access automatically with the passage of time; and (c) Client shall immediately cease any and all use of the Products.

  1. Non Availability of Services

Services provided by Us are constantly being improved and upgraded. As a result certain Services might not be available to you on account of being modified, temporarily removed, and/or discontinued. We are not liable to You in the event any offering, product and/or feature on the Website becomes temporarily or permanently unavailable.

  1. Severability

To the extent that any part of these Terms of Use is found to be invalid, unlawful or unenforceable by any court of competent jurisdiction such part shall to that extent be severed from the remaining terms all of which shall remain in full force and effect as permitted by law.

  1. International Use

Although this Website may be accessible worldwide, We make no representation that materials on this Website are appropriate or available for use in locations outside India for the time being, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Website is void where prohibited.

  1. Relationship between Parties

Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party as the agent of the other.

  1. Assignment

You may not assign or delegate the Terms of Use or any of your rights or obligations hereunder. Any unauthorized assignment will be null and void. You acknowledge and agree that Company may assign or sub-contract any of its rights or obligations under these Terms of Use.

  1. Entire Agreement

These Terms of Use constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Website is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

  1. Applicable Law and Jurisdiction

These Terms of Use are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms of Use or any dispute arising in relation to the Website whether in contract or tort or otherwise, to submit to the exclusive jurisdiction of the courts located at Delhi for the resolution of all such disputes.