“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.
- You are legally capable of forming a binding contract;
- 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).
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.
- 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).
- 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.
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.
- Unauthorised use of Products
- 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.
- Access to Website and Services
- 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.
- Intellectual Property Information
We do not share any confidential information of our users with any other users.
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 obligations provided in any other document included on the site;
by You or by any other person using Your system/account.
- 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.
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.
- Representations and Warranties
- Term and Termination
- 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.
- 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.
- 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.
- Entire Agreement
- Applicable Law and Jurisdiction