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Terms of service

Please read the following terms and conditions carefully

1. Acceptance of Terms

UpMatrix (HEREINAFTER REFERRED TO AS “PLATFORM”/ “MOBILE APPLICATION”) IS A WEBSITE AND MOBILE BASED CLIENT COMMUNICATION INTEGRATION PLATFORM OWNED AND OPERATED BY MATRIXHIVE TECHNOLOGIES PRIVATE LIMITED HAVING OFFICE AT 810, VENUS ATLANTIS, 100 FEET ANAND NAGAR ROAD, NEAR SHELL PETROL PUMP, PRAHLAD NAGAR, AHMEDABAD, GUJARAT – 380015

THIS DOCUMENT IS A LEGALLY BINDING DOCUMENT BETWEEN REGISTERED OR UNREGISTERED USER OF THE PLATFORM (HEREINAFTER REFERRED TO AS “YOU”/ “YOUR”/ “USER”) AND US IN RELATION TO THE USE OF THE PLATFORM AND SET FORTH THE TERMS AND CONDITIONS BY WHICH YOU MAY ACCESS AND USE THE PLATFORM AND OUR RELATED WEBSITES, SERVICES, APPLICATIONS, PRODUCTS AND CONTENT (COLLECTIVELY, THE “SERVICES”).

THE TERMS OF THIS DOCUMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM, BY CLICKING ON THE “I AGREE” TAB OR BY USE OF THE PLATFORM AND/OR BY CREATING A REGISTERED ACCOUNT ON THE PLATFORM (HEREINAFTER REFERRED TO AS “ACCOUNT”) AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND US FOR YOUR USE OF THE PLATFORM AND THE SERVICES RENDERED THEREIN.

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES FRAMED THEREUNDER, AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

THIS DOCUMENT IS NOT PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF GENERAL DATA PROTECTION REGULATION 2016/679 (“GDPR”). THEREBY, IF YOU ARE A RESIDENT OF EUROPEAN UNION (“EU”), YOU ACKNOWLEDGE THAT WE DO NOT EXTEND OUR SERVICES TO EU TERRITORIES. FURTHER, WE DO NOT REPRESENT AND WARRANT TO YOU THAT WE ARE A GDPR COMPLIANT.

PLEASE READ THIS DOCUMENT CAREFULLY. BY USING THE PLATFORM AND OUR SERVICES, YOU INDICATE THAT YOU UNDERSTAND, AGREE AND CONSENT TO THIS DOCUMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS DOCUMENT, PLEASE DO NOT USE THIS PLATFORM. YOU HEREBY PROVIDE YOUR UNCONDITIONAL CONSENT OR AGREEMENTS TO US AS PROVIDED UNDER SECTION 43A AND SECTION 72A OF THE INFORMATION TECHNOLOGY ACT, 2000 TO ACCESS AND USE YOUR PERSONAL INFORMATION THAT YOU HAVE VOLUNTARILY PROVIDED TO US IN CONNECTION WITH THE USE OF THE PLATFORM AND THE SERVICES.

By providing Us Your information or by making use of the Platform and the Services provided therein, You hereby consent to the collection, storage, processing, and transfer of any or all Personal Information (Defined in Our Privacy Policies) and Non-Personal Information by Us as specified under this document and further agree that such collection, use, storage, and transfer of information shall not cause any loss or wrongful gain to You or any other person.

This Terms of Use as well as the Services provided by Us are intended for organisations, entities, companies and, in general, for legal persons only. Any individuals qualifiable as consumers i.e., any natural person acting outside the scope of an economic activity and for purposes different from trade, business, craft, or profession is excluded.

You must be at least eighteen (18) years or older to access and use this Platform. A minor (i.e., below the age of 18 years) shall not be entitled to avail the Services of this Platform. Your entity or organization on behalf of which You are accessing the Platform and availing the Services should have been incorporated as per the applicable laws.

If You are using the Services as an employee, agent, or contractor of a corporation, partnership or similar entity, then You represent and warrant that You have the authority to sign for and bind such entity in order to accept this Terms of Use.

Your access to the Platform and use of Our Services is also subject to Our, Privacy Policy (before signing up) and Privacy Policy (after/during signing up), the terms of those privacy policies can be found directly on the Platform and are incorporated herein by reference. You agree that all agreements, notices, disclosures, and other communications We provide to You electronically satisfy any legal requirement that such communications be in writing.

Before You use or subscribe to, and/or begin participating in or using the Platform, it is represented and warranted that You as the User of the Platform has or have fully read, understood, and accept the Terms of Use as updated from time to time without any notice to You. You are advised to review this Terms of Use periodically for any updates. We shall take reasonable efforts to notify You regarding the amendments to the Terms of Use through a notice on the Platform. Your continued access to the Platform and/or use of the Services from the date of updated Terms of Use shall be deemed to Your acceptance of the updated Terms of Use. If the You do not agree to or wish to be bound by the updated Terms of Use, You may not access to or otherwise access the Platform or use the Services.

We may, from to time, release new versions of the Platform, or release/introduce new and additional scope of Services which will be subject to these Terms of Use, and any additional terms of Service as may apply to such additional new version or Services.

2. UpMatrix Services

The Platform enables the Users who have subscribed to Our subscription plan to access and use of a secure and accessible virtual, cloud-based software which enables the integration of all client communications in one platform with the aid of WhatsApp Business API [“UpMatrix Services”]. You agree and acknowledge that the Platform requires the services of WhatsApp Business API for the delivery of UpMatrix Services to the Users. Therefore, any modifications to the WhatsApp Business API may affect and even prevent Us from rendering UpMatrix Services. The Platform has no influence over either the delivery of services by WhatsApp Business API or their technical configuration.

UpMatrix Services are exclusively designated for only business use or for internal business purpose in the entity or organisation that the Users represent and not for any personal or household purposes. The UpMatrix Services must be used only in accordance with their intended purposes and aim. Further the Users are responsible for obtaining access to the internet and the equipment necessary to use the UpMatrix Services.

UpMatrix Services include but not limited to:

  • Chatbot : By installing the UpMatrix WhatsApp Chatbot, You can create Your or Your entity/organisation’s digital assistant. Thus, You can provide automatic replies to Your customer queries.
  • Multiple Agents : If Your subscription plan provides the facility of WhatsApp workspace, You are entitled to add multiple agents as per your subscription plan (i.e., Your employees, c, and others) to the WhatsApp workspace who will be able to access.
  • Private Notes : The authorised employees can add private notes in a conversation and against the contacts. The private notes shall restrict or open information to Your employees within the entity or organization.
  • Sharing Contents : You can create text messages, images, videos, location, contact, audio and others (“Your Content”) and share it with Your, clients, and others.
  • WhatsApp Message Templates : You can create Your own customized WhatsApp Message Templates (as defined in WhatsApp documentation), subject to approval from WhatsApp. Further, You acknowledge the applicable pricing for such WhatsApp Message Templates and are responsible for required marked-up payments to be done to UpMatrix in relation to usage of WhatsApp Message Templates. For the purpose of clarity, WhatsApp Template Messages mean specific message formats reviewed and approved by WhatsApp that businesses use to send messages to its customers. Effective from 1st February 2022, WhatsApp has shifted to the conversation based pricing, which can be found here https://docs.upmatrix.com/pricing-and-billing-modules/conversation-pricing

3. Procedure for signing up and account registration

In case You are desirous availing the UpMatrix Services, You are required to to sign up with UpMatrix Services by following the below given steps:

  1. You shall reach Us through the Platform’s website (https://UpMatrix.com) (“Website”) and provide Us Your work email and active mobile number for free trial. After providing Your work email and active mobile number, the Website shall redirect You to our Sandbox account asking You to link your WhatsApp number with our shared Sandbox number to use the features of UpMatrix Services for Your business. Further, certain information in relation to You and Your business, including but not limited to
    • name of Your entity or organization/ Yourself;
    • registered address of Your entity/ Yourself;
    • purpose of the entity;
    • website of Your entity,
    • business category,
    • your contact number and etc. shall be sought by Us.
  2. You shall apply for WhatsApp Business API powered by a specific Business Service Provider directly from UpMatrix portal. You shall opt for assisted onboarding from UpMatrix onboarding team. Our team will provide necessary assistance / demos for onboarding your business in UpMatrix.
  3. After such demo(s) of UpMatrix Services and if You wish to sign up for UpMatrix Services, a UpMatrix Onboarding Guide in the form of a Google Form (“Guide”) shall be sent to your work email seeking information regarding your organisation/business including but not limited to business incorporation document, utility bills, social media credentials, WhatsApp number to be integrated in order to use the Platform, etc (“Registration Data”)
  4. You shall share the duly filled in Guide with Us and shall also agree to this Terms of Use and the relevant terms and conditions of WhatsApp Business. We shall share the Guide to WhatsApp for its review and approval. Once the Guide is scrutinized and verified by WhatsApp, the phone number given by You shall be approved by WhatsApp to use the WhatsApp Business API services. Upon such approval, a one-time password (“OTP”) and a sign up link shall be sent by Us to Your WhatsApp number given in the Guide.
  5. Further, by using the sign-up link, You shall create an Account as specified in clause 4 below to avail UpMatrix Services.

4. Account registration and maintanance of account

The sign-up link as mentioned above shall redirect You to the Website and further to use the UpMatrix Services on the Platform, You will need to create an Account on the Platform and become a registered Account holder of the Platform by registering in the manner prompted on the Platform with such other information that may be sought from You whereby You will receive a password and username (Login Credentials) upon completing the registration process.

You will be asked to provide certain information regarding your organisation. As the creator of the Account, You represent and warrant that You are a duly authorized representative and signatory of the entity named in the Account and that the information provided is correct, complete, and not misleading. The entity named in the Account accepts this Terms of Use hereby. This Terms of Use shall be effective on the date at which time the account is created and verified. You shall inform us promptly of any changes to the information provided by You, by updating the details, for effective communication. You acknowledge that if any Registration Data provided by You is untrue, inaccurate, not current, or incomplete, We reserve the right to indefinitely suspend or terminate or block access of Your Account on the Platform While creating the Account, You agree:

  1. to restrict access by any other person or entity other than the authorised representatives from Your organisation to Your password or other login information,
  2. to not knowingly use the name or email of any other person without authorization,
  3. to not use an email or profile name that is profane, offensive, or otherwise inappropriate,
  4. to not allow any third party to use Your login information, Registration Data or Account,
  5. to notify Us of any activities in your Account even if such activities are not committed by You.

We may modify or add to the Registration Data information fields required to create an Account from time to time. You agree to promptly complete any such additional or modified information fields when and as requested by Us. In some cases, You will also need to update Your Account and/or operating system settings to allow Us to access Your other details including but limited to the address book/contacts and enable the geolocation and camera/microphone functions. Your registration with Us is subject to Our confirmation and will become valid when We either confirm Your registration or activate Your Account.

We will have the right to use Your Registration Data in connection with servicing and operating the Platform and in other manners as set forth in more detail in this Terms of Use and our Privacy Policies.

Password & Security

You must keep Your Login Credentials confidential and must not disclose it or share it with anyone. You are responsible for preventing unauthorised use of Your Login Credentials. If in any circumstance, You believe that there has been a breach of security such as disclosure, theft, or unauthorised use of Your ID, You must notify Us immediately. If We reasonably believe that Your ID is being used in any way which is not permitted by this Terms of Use, We reserve the right to suspend access rights immediately on giving notice to You and to block access from Your ID until the issues has been resolved.

Third Party Communications

While registering the Account in Our Platform, You provide Us with Your contact details including Your email address. You hereby affirmatively consent to the use of Your email address for notifications from Us regarding important service announcements and other administrative communications related to Your use of the Platform, as well as certain marketing and other advertising communications from Us and from Our third-party advertising partners. You may opt out of receipt of certain notifications; however, there are certain services and administrative notification which You cannot opt out the receipt of it. You do not wish to receive such notifications related to the Platform, Your only way to opt out of such messages is to stop using and delete the Platform. We disclaim liability for any communications directed to You from any third party directly or indirectly in connection with the Platform that You may receive and any actions You may take or refrain from taking as a result of any such third-party communications and assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any such third-party Communications.

Termination to Platform Access & Deletion of Account

We reserve the right to disable Your Account at any time

  • if You have failed to comply with any of the provisions of these Terms of Use and/or WhatsApp Business Policies;
  • if activities occur on Your Account which, in Our sole discretion, would or might cause damage to Us and/or the Platform;
  • impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations;
  • if You have engaged in conduct that We determine to be inappropriate or unacceptable in Our sole discretion;
  • if you have failed to clear the dues pertaining to the subscription or the usage fees
  • or for any other reason whatsoever.

We may also disable Your Account or suspend or terminate Your access to the Platform if You file any claim against Us or file any claim that involves the Platform. We also reserve the right, in Our sole discretion, to seek and obtain any other remedies available to Us pursuant to any applicable laws and regulations or at equity as a result of Your breach of this Terms of Use or any other act or omission by You that gives rise to a claim by Us, and Our disabling of Your Account or suspension or termination of Your use of, or access to, the Platform shall be without prejudice to, and shall not be deemed a waiver of, the foregoing.

If We terminate, limit, or suspend Your right to use the Platform, You are prohibited, without Our prior written consent, from registering and creating a new Account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party.

In the event Your right to use the Platform terminated, limited, or suspended, this Terms of Use will remain in effect and enforceable against You.

You may terminate Your Account at any time, for any reason, by sending an email request to [email protected]. Upon receiving such request for termination, We shall review the respective Account in relation to the pending Subscription Fee. Only after the completion of such review, We shall terminate the Account from the Platform. However, You must note that We reserve the right to retain Your Registration Data in an anonymous form, and any other information provided on an “as-is” basis as part of statutory requirement.

Notwithstanding anything contained in this Terms of Use, all clauses of this Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to, and notwithstanding the expiration or termination of this Terms of Use.

Your Consent

You acknowledge and give Your full and unconditional consent to:

  • Your Account Information being permanently retained on a computer database that shall be maintained, owned, and controlled by Us.
  • Your Account Information being shared with any other third-party entity that enters into a commercial relationship with Us.
  • Your Account Information being shared in its original form, or as part of or aggregated form, with other third-party entities.
  • Your Account Information being shared with Our partners, licensors and affiliates.
  • Receiving links to third-party websites and services, and/or display advertisements for third party service providers, which have entered into a commercial relationship with Us (collectively, “Third-Party Links & Advertisements”).
  • Receive from Us Telephone calls, text messages regarding Our Services, including promotional calls and messages regarding Our Services, and updates to Our products, provided You provide Your mobile number or any other contact information (“Mobile Contact Number”) while creating an Account or interacting with Us.

5. Subscription plan

The User to avail the UpMatrix Services shall choose an appropriate plan from the subscription plans as set forth on the Platform’s pricing page (https://UpMatrix.com/pricing) and shall agree to pay the applicable fee as mentioned in the chosen subscription plan (“Subscription Fee”). The Subscription Fee shall be paid by You on monthly/quarterly/half-yearly/annual basis, within seven (7) days from the invoice date. Your subscription to the UpMatrix Services will renew automatically unless the account is terminated, or You give a written notice of non-renewal at least thirty (30) days prior to the expiration of the relevant subscription term.

You shall also acknowledge that the subscription plan which You choose may be updated from time to time and, it shall be Our responsibility to notify You such changes in subscription plan. Payment obligations are non-cancelable, regardless of utilization by You and except as expressly permitted in this Terms of Use, Subscription Fee paid are non-refundable.

We allow authorisation of payment on Our Platform through the following payment services:

  • RazorPay
  • Stripe

We accept following payment methods through the above-mentioned payment services:

  • Credit Cards: Domestic and International Visa, MasterCard, and American Express credit cards.
  • Debit Cards
  • Net banking
  • UPI

If undisputed Subscription Fee(s) is more than thirty (30) days overdue, then, following written notification from Us, We may suspend Your access to the Platform, including, without limitation, Your Account, until such unpaid Subscription Fee(s) are paid in full.

The Subscription Fee do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You agree to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent We are legally required to collect the same, will be itemized on the invoice.

The Subscription Fee does not include any charges that are charged by WhatsApp Business API for Template Messages or Conversations, we will raise an invoice based on the usage of messages/conversations on a monthly basis and you need to clear the invoices within 7 days from the date of invoice. We shall have the right to charge You for this additional service and You shall have the right to accept such charges or decline them and not use the associated channel.

Upgrades and Downgrades. You may upgrade or downgrade between the Subscription Plans. You understand that downgrading may cause loss of features or capacity of the Services as available to You before downgrading Your subscription. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a pro-rated basis and shall be payable in accordance with this Terms of Use. Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.

6. WhatsApp Business API

The User agrees and acknowledges that UpMatrix has partnered with Whatsapp Business Service Providers to provide the Services through the Platform. The User understands and agrees that the Platform is integrated with WhatsApp API and that We may share certain Registration Data with WhatsApp. We disclaim any liability caused by the use of WhatsApp API by You through the Platform. Further, You shall agree to adhere to the following terms and conditions set by WhatsApp for the usage of WhatsApp Business:

 

https://www.whatsapp.com/legal/business-policy

https://www.whatsapp.com/business/api/

https://www.whatsapp.com/legal/commerce-policy/

https://developers.facebook.com/docs/whatsapp/api/rate-limits

 

You understand and agree that WhatsApp may update its policies including but limited to WhatsApp Business Policy without notice; by continuing to use the WhatsApp Business Products through our Platform after such change, You consent to such changes.;

You represent and warrant that You are not in violation of the WhatsApp Commerce Policy and does not come under the purview of any of the restricted industries under WhatsApp commercial policy. You acknowledge that WhatsApp Business may add limits to businesses on the number of messages to send per day as per its policy.

Further, WhatsApp has the absolute discretion to review, approve or reject any WhatsApp Message Templates (as defined in WhatsApp documentations) at any time submitted by You;

WhatsApp does not offer a way to be notified when a WhatsApp user has blocked Your sender, or to retrieve a list of WhatsApp users who have blocked You;

Any violation of the WhatsApp policies may lead to suspension of Your WhatsApp account and WhatsApp has absolute discretion to limit or remove Your access to or use of the WhatsApp Business API and other WhatsApp Business Products if You receives excessive negative feedback, causes harm to WhatsApp or WhatsApp’s users, or violates or encourages others to violate our terms or policies, as determined by WhatsApp in our sole discretion. If WhatsApp terminates your account for violations of relevant WhatsApp Business terms or policies, WhatsApp may prohibit You and Your organization from all future use of WhatsApp Business API and other WhatsApp Business Products.

We shall take no responsibility in case of any such violations. Any additional charges arising due to this shall be borne by the You.

Once registered on Our Platform, You cannot reuse the WhatsApp number registered with US on WhatsApp Business App or WhatsApp mobile app to use on other similar platform

 

WhatsApp Message Template

  1. WhatsApp may change acceptable message types and related policies at their absolute discretion at all times.
  2. You may only initiate chats if You are sending via approved WhatsApp Message Templates, subject to applicable pricing. Any WhatsApp Message Templates must comply with WhatsApp’s terms, and only be used for its designated purpose. WhatsApp has the right to review, approve and reject any WhatsApp Message Template at any time.
  3. You shall acknowledge that You are responsible for the variable WhatsApp Message Template costs, billed by Us Effective from 1st February 2022, WhatsApp has shifted to the conversation based pricing, which can be found here https://docs.upmatrix.com/pricing-and-billing-modules/conversation-pricing
  4.  

7. Platform access and use of services

You shall not use the Platform or the Services therein to host, display, upload, modify, publish, transmit, store, update or share any information that:

  1. belongs to another person and to which You do not have any right.
  2. is defamatory, obscene, pornographic, pedophilic, invasive of any third-party’s privacy, including bodily privacy, insulting, or harassing on the basis of gender, libelous, racially, or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force.
  3. is harmful to child.
  4. infringes any patent, trademark, copyright, or other proprietary rights.
  5. violates any law for the time being in force.
  6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact.
  7. impersonates another person.
  8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation.
  9. contains software virus or any other computer code, file or program designed to interrupt, destroy, or limit the functionality of any computer resource.
  10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.
  11. any unlawful information, which is prohibited under any law for the time being in force in relation to the interest of the sovereignty and integrity of India; security of the State; friendly relations with foreign States; public order; decency or morality; in relation to contempt of court; defamation; incitement to an offence relating to the above, or any information which is prohibited under any law for the time being in force.
  12. any private information of any third party, including addresses, phone numbers, email addresses or any personal identifiable information.

You agree to not use the Platform to:

  1. upload, post, email or otherwise make available or transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  2. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Service are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges or to utilize the service on an as is basis as provided by Us;
  3. interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
  4. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Indian securities, exchange control and other regulatory authorities, any rules of any Indian securities exchange and any regulations having the force of law;
  5. commit any fraudulent or unlawful act, whether in relation to any third-party provider of products and services on the Service or otherwise;
  6. 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
  7. distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof
  8. market, rent or lease the Services for a fee or charge, or use the Services to advertise, or perform any commercial solicitation.
  9. 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.
  10. incorporate the Services or any portion thereof into any other program or product. In such case, we shall have the right to terminate the Service and Your accounts or limit access to the Services, as the case may be, in our sole discretion.
  11. impersonate, or falsely state or otherwise misrepresent Your affiliation with any person,
  12. infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
  13. use or attempt to another user’s/patient’s/practitioner’s account, service, or system, or create a false identity on the Services.
  14. use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed by Us; or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales. 

In addition to the above, You shall also be compliant to Our Privacy Policies as updated from time to time, a copy of which is available on our Platform.

You are solely responsible for all information You transmit or share through the Platform. Your communications through the Platform shall be encrypted by WhatsApp business and We shall not have any access to such communications made by You through the Platform. In the event of non-compliance of this Terms of Use, We may (without notice to You), immediately terminate Your registration with Us and/or prevent Your access of the Platform and Services thereunder.

You acknowledge that the Platform may contain third-party content or hyperlinks to third party websites or services including but not limited to for any advertisements displayed in the Platform that are not owned or controlled by Us. They are provided as an information service, for reference and convenience only. We do not control any such third-party content and is not responsible for their availability or accuracy content, advertising, or products or services and the inclusion of such third-party content does not constitute or indicate any kind endorsement of endorsement by Us. We shall not be liable or responsible for any such third-party content transmitted through the Platform. Such third-party content shall not be monitored, censored, or edited by Us and we assume no liability or responsibility for any of your action in relation to such third-party content. You shall read and understand the privacy policy and terms of use associated with such third-party content before using the same.

By using the Platform, You expressly relieve and hold Us harmless from any and all liability arising from Your use of any third-party communications and third-party content, including any loss or damage incurred as a result of any dealings between You and any third parties, or as the result of the presence of such third-party content on the Platform or the failure of such third-party content to function as intended. It is Your responsibility to evaluate the content and usefulness of the information obtained from third-party content.

8. Personal data protection

Our obligation for the use of Personal Data will be restricted within the scope of the purpose of collecting such Personal Data.

Personal Data. Subject to this Terms of Use, to the extent that We receive Your Registration Data as a result of rendering UpMatrix Services, We agree that it will

  • not disclose or use any of Your Registration Data except to the extent necessary to carry out Our obligations hereinunder and for no other purpose,
  • not disclose Your Personal Data to any third party, including Our third party service providers without the Your prior written consent and subject to the further requirements of this clause
  • employ administrative, technical and physical safeguards to prevent unauthorized use or disclosure of Your Personal Data,
  • promptly provide such information regarding its privacy and information security systems, policies and procedures as You may request relating to its due diligence and oversight obligations under applicable laws and regulations, (e) in the event of any actual or apparent theft, unauthorized use or disclosure of any of Your Registration Data immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and
  • as soon as practicable following discovery of any event described in sub-clause
  • hereof, provide You a notice thereof, and such further information and assistance as may be reasonably requested.

9. Intellectual property rights and platform licence

The copyright, database right and other intellectual property rights in the Platform, products and Services including without limitation all content included on the Platform including but not limited to Onboarding Guide, Registration Data, texts, graphics, logos, button icons, images, audios, clips, digital downloads, software, data compilations and technology used or appearing or transmitted through it (“Intellectual Property”), belongs to Us or Our affiliates or licensors and are protected by the laws of India and/or foreign countries. We and Our licensors reserve all rights not expressly granted in these Terms of Use.

All software used on the Platform is Our Intellectual Property and is protected by Indian and international copyright laws.

Subject to this Terms of Use and solely within the limits permitted by the Us herein, We grant You a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Platform, the Services provided in the Platform. This license does not include any redistribution of resale or commercial use of the Platform.

You shall not re-utilise the Services of Our Platform or systematically extract any part of the content, use any robots, data mining or extraction tools for reutilization of Our Platform. Further, You shall not create publish anything that features parts of Our Platform (for example Our Services and its prices) without our prior written permission.

“UpMatrix” Our logos, and local language variants of the foregoing trademarks, and certain product names that appear on this Platform (collectively, the “Mangoleap Marks”), are trademarks or registered trademarks of Mangoleap. Except as expressly provided in these Terms of Use or as expressly authorized in writing by the Us, You shall not use any Mangoleap Marks or Mangoleap’s Intellectual Property either alone or in combination with other words or design elements, including, in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual, or any other form.

References to other parties trademarks on this Platform including but not limited to Our payment service providers and other service providers are for identification purposes only and do not indicate that such parties have approved this Platform or any of its Services. These Terms of Use do not grant You any right to use the trademarks of such other third parties.

10. Representations and warranties

You represent and warrant that:

  • You are fully capable and competent to enter into this Terms of Use and that You have the right, authority, and capacity to enter into, and to be bound by, this Terms of Use and to abide by the terms and conditions contained herein, and that You will so abide.
  • You shall not avail any of the Services beyond the contemplated functionality of the Services.
  • You shall not attempt to gain unauthorized access to any of the Services or any networks, servers or computer systems connected to the Services.
  • You shall not avail any of the Services in a way that may damage or impair (i) the Services, or (ii) Our underlying systems and security.
  • You shall not avail any of the Services in any unlawful manner, or in a manner which promotes or encourages illegal activity, including (without limitation) copyright infringement or data theft.
  • You shall not use any intellectual property whether owned by Us or other third parties, including the copyrighted content displayed on the Platform for any personal or third-party gain, without Our express consent.
  • You shall not modify, adapt, translate, or reverse engineer any part of the Services (e.g., by creating a shadow site or Website that mirrors the said Services, or substantially mirrors said Services).
  • You agree to promptly notify and bring to Our notice in the event Your Mobile Contact Number is in the Do Not Disturb/National Consumer Preference Register List of the Telecom Regulatory Authority of India (“TRAI”), immediately after the Primary Registration.
  • You understand and acknowledge that any calls, text messages that You receive from Us on Your Mobile Contact Number are not unsolicited calls or messages.
  • You will not carry out any action or omit to do any action which will create liability for Us or cause Us to lose (in whole or in part) the Services of Our Internet service providers (ISPs) or other partners, suppliers, contractors, vendors.

11. Confidentiality

Each Party acknowledges and agrees that in the performance of this Terms of Use it may have access to or may be exposed to, directly or indirectly, Confidential Information of the other Party.

 

Each Party acknowledges and agrees that:

  • all Confidential Information shall remain the exclusive property of the Disclosing Party;
  • it shall not use Confidential Information of the other Party for any purpose except in furtherance of the Agreement;
  • it shall not disclose Confidential Information of the other Party to any third party, except to its employees, officers, contractors, agents and service providers on a need to know basis in connection with the Agreement, provided such permitted persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
  • it shall return or destroy all Confidential Information of the Disclosing Party upon the termination of the Agreement or at the request of the Disclosing Party (subject to applicable law and, with respect to Us and Our internal record-keeping requirements

 

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:

  • is or becomes part of the public domain through no act or omission on the part of the Receiving Party;
  • was possessed by the Receiving Party prior to the date of signing up on the Account without an obligation of confidentiality;
  • is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto; or
  • is required to be disclosed pursuant to applicable law, court order, subpoena or governmental authority, provided the Receiving Party notifies the Disclosing Party thereof and provides the Disclosing Party a reasonable opportunity to contest or limit such required disclosure.

12. Disclaimer of warranties

YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE EXTENT NOT OTHERWISE SET IN THIS TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF

 

  • MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES PROVIDED THROUGH THE PLATFORM OR THIRD PARTY SERVICES LINKED TO THE PLATFORM AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF SERVICE,
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM,
  • ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN
  • YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS
  • ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE AND DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

 

WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR, INFORMATION OR MATERIALS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

13. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL(C), ANY LOSS OF OPPORTUNITY, ANY LOSS OF DATA SUFFERED BY YOU.

 

WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE,ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES) C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

 

WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

 

WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

 

YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES.

 

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.

14. Indemnity

YOU HEREBY INDEMNIFY, DEFEND, AND HOLD US, OUR AFFILIATES, LICENSORS, DISTRIBUTORS, AGENTS, REPRESENTATIVES AND OTHER AUTHORIZED USERS/PATIENTS/PRACTITIONERS, HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES AND COSTS ARISING FROM OR IN CONNECTION WITH

  • USE OR ACCESS OF THE PLATFORM;
  • THE YOUR BREACH OF ANY TERMS, OBLIGATIONS, REPRESENTATIONS AND WARRANTIES UNDER THIS TERMS OF USE;
  • ANY CLAIM THAT THE PROVISION OR USE OF THE SERVICES INFRINGES ANY THIRD PARTY RIGHTS; AND
  • BREACH OF APPLICABLE LAWS.

 

NOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS IN FORCE IN INDIA. YOUR STATUTORY RIGHTS AS A USER ARE NOT AFFECTED BY THIS TERMS OF USE.

15. Frequently Asked Questions ("FAQs")

We also provide You Frequently Asked Question (FAQ) on the Platform where We shall address certain common questions that You as a User shall have while accessing the Platform and using Our Services.

16. Grievance Redressal Mechanism

Any complaints, abuse or concerns with regards to the use, processing and disclosure of Information provided by You or breach of these Terms of Use or any applicable law should immediately be informed to the designated Grievance Officer mentioned below:

17. Force Majeure

We shall be relieved of all Our responsibilities, if any, in the event of failure of performance resulting directly or indirectly from an act of force majeure or causes beyond our reasonable control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labour disputes, riots, civil disturbances, shortages of labour or materials, epidemics, pandemics, lockdown (state-wise or nation-wide), natural disasters, orders of domestic or foreign courts or tribunals, non-performance of third parties, or any reasons beyond Our reasonable control. You further acknowledge and agree that We are not responsible or liable for

 

  1. any incompatibility between the Platform and any other website, service, software, or hardware or
  2. any delays or failures You may experience with any transmissions or transactions relating to the Platform in an accurate or timely manner.

18. General

All notices shall be given to Us via email, or to You at either the email or postal address You provide.

 

Any waiver of Our rights or remedy under these Terms of Use shall only be effective if it is in writing, executed by Our duly authorized representative, and shall be applicable only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms of Use shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right, or remedy, or other rights or remedies.

 

This Terms of Use, together with Our Privacy Policies incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter.

 

The clause titles in these Terms of Use are for convenience only and have no legal or contractual effect. The words “including” and “includes” means “including without limitation”

 

The provision(s) of these Terms of Use shall be sought to be harmoniously interpreted with each other, as well as applicable Laws (including the applicable laws based on the jurisdiction of the User’s) and upheld to the fullest extent permissible under applicable Laws. Further, the provisions contained in this Terms of Use shall be enforceable independent of each other, and their validity shall not be affected, if any other provision(s) are held to be invalid. If any provision(s) of these Terms of Use are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired (to the maximum extent permissible), and the invalid or unenforceable provision(s) will be deemed modified so that they are valid and enforceable to the maximum extent permitted by applicable Laws. Further, if any of those provision(s) are void but would be valid if some parts of the provision(s) were deleted, the provision(s) in question shall apply with such modification as may be necessary to make them valid.

 

You confirm that You do not have an employment, contractor, agency, or partnership relationship with Us. We are merely providing You the Services on your request. Further, You are acting on either on Your own or behalf of another person, in the manner stated in the Terms of Use.

 

These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws prevalent in India. You agree that the courts of Chennai, Tamil Nadu shall have exclusive jurisdiction to settle any dispute, or claim, arising out of, or in relation to, these Terms of Use.