Terms and Conditions

Contents of this page last updated on date: 10th October, 2018

Dear Visitor kindly read the Terms of Service provided by Esha Research Media Limited, a Company incorporated under the provisions of the Companies Act, 1956, for its new service: Urlcart.in – which is an online platform for creating shortened Uniform Resource Locator (i.e URLs) and tracking such URLs, Sharing URLs via social networks, forums and blogs, generating traffics with respect to such URLs.

Esha Media Research Limited is the sole and exclusive owner of all rights, title and interest in and to Urlcart.in

Esha Media Research Limited shall hereinafter be referred to as “EMRL”.

The Terms of Service as described herein below contain the legal terms and conditions that govern the use and access to urlcartart.in website, mobile sites, mobile applications, web applications and more generally any EMRL product, content, channel, software, data feeds, services and functionality(collectively referred to as “EMRL Services”. Content includes contact information, materials, documents, text, files, logos, button icons, images, data compilation, other specialised content, technical data, documentation, know-how, specifications, materials, designs, data, the “ look and feel” of website, interface, GUI, interactive features, related graphics and other features obtained from or through website. Certain EMRL Services, promotions and features may have additional terms and conditions and such additional terms and conditions are incorporated herein by reference links.

By visiting , accessing or using EMRL website or any EMRL product, software, data feeds and EMRL Services provided to you on, from or through EMRL Services , you signify your agreement to the Terms Service as described herein, including but not limited to all other policies of EMRL ,including EMRL home page, EMRL website, mobile app, Application Programming Interface (API), web app and incorporated herein by reference links, EMRL Privacy Policy.

Kindly do not use any of EMRL Services in the event you do not agree to any or all of the Terms of Service described herein.

EMRL may revise any or all of the Terms of service from time to time by posting an updated version of the Terms of Service and may attempt to notify you of any major changes made to the Terms of Service.

You are, however required to periodically review the Terms of Service at https://urlcart.in/page/terms for any updates/changes made thereto.

Your continuous use or access of any EMRL Services, post any updation of the Terms of Service shall signify that you have read the revised/updated Terms and conditions of EMRL Services in entirety, have reviewed and understood the Terms of Service and have agreed to and accepted the revised/updated Terms of Service.

Your access and/or usage of any or all of EMRL Services shall be construed as Deemed Acceptance of our “Terms of Service”.

Service Agreement

The Terms of Service (referred to as Agreement) is entered into as on date of registration and/or first use of EMRL Product and Services, hereinafter referred to as "Effective Date", by and between EMRL and its User.

By registering for or using EMRL Products and Services, User acknowledges that he is agreeing to the Terms of this Agreement.

User is requested to not use any or all of EMRL Services if he disagrees to any or all of the Terms of Service.

In the event, User disagrees to any or all of the Terms of Service, EMRL reserves with it the rights for refusal of grant of usage and/or access rights to such User for EMRL Services.

This Agreement contains an Arbitration Provision and class action waiver clause, Visitors and Users are requested to read them carefully and gain complete and proper understanding of the said provisions.

Amendment to the Terms of Service

EMRL reserves the right, in its sole discretion, to modify, or replace the Terms of Service (Agreement) at any time.

User agree that it is his responsibility to check the Agreement periodically for changes and that its use of EMRL Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

In addition to the Terms of Service, User’s access and usage of EMRL Services is further governed by EMRL Privacy Policy.

You can review EMRL Privacy Policy by visiting the link https://urlcart.in/page/privacy-policy

Further, EMRL Services may be subject to additional terms and conditions specified by EMRL from time to time. User usage and/or access to such additional services shall be subject to the additional terms and conditions.

Our Services

URLCart.in is an online platform for creating shortened Uniform Resource Locator (i.e URLs) and tracking such URLs, Sharing URLs via social networks, forums, blogs, analyzing data and generating traffics with respect to URLs.

  • EMRL Services comprise of services made available on EMRL website, EMRL mobile app and EMRL web app and any EMRL product, content, channel, software, data feeds, services and functionality.

  • EMRL may add, remove, suspend, discontinue, modify or update any or all EMRL Services at any time. EMRL shall post regular updates on its Services to its Users in a timely manner and whenever such updates are needed to be publicised, made known, communicated, informed to its Users.

  • EMRL shall bear no obligation towards its Users to run, provide or support legacy versions of EMRL Services post the Effective Date when such updates are posted by EMRL for User information.

Service Support, Uptime, training and Service availability

EMRL bears no obligations to provide any User training or User Support for EMRL Services.

The Site or Services availability and functionality depends on various factors such as communication network. EMRL does not warrant or guarantee that the Site or Services will operate and/or be available 24*7 days a week or without interruption, or that it will be immune from unauthorised access or error-free.

EMRL make no representation or provide assurances with respect to any service levels or uptime requirements for EMRL Services.

Our Services, User Rights, Service Metrics, Implementation and Access

  • Services we offer
    EMRL’s URLCart.in is an online platform for creating shortened Uniform Resource Locator (i.e URLs) and tracking such URLs, Sharing URLs via social networks, forums, blogs, analyzing data and generating traffics with respect to URLs

    EMRL Services comprise of services made available on EMRL website, EMRL mobile app and EMRL web app and any EMRL product, content, channel, software, data feeds, services and functionality.

  • User Rights to EMRL Services

    Subject to the Terms and conditions of this Agreement, EMRL grants to its User a limited, revocable, non-exclusive , non-sub licensable ,non-transferable right to use EMRL Services solely for the purpose for creating shortened Uniform Resource Locator (i.e URLs) and tracking such URLs, Sharing URLs via social networks, forums and blogs, generating traffics with respect to URLs.

    The grant of rights under this section shall be for User’s internal, non-commercial business purpose and User acknowledges that any commercial use of EMRL Services will require the execution of additional terms and conditions.

    The User is requested to contact us on https://urlcart.in/contact for further information for using EMRL Services for commercial purposes.

  • User Registration and Account Creation

    New Users shall have to get themselves duly registered on EMRL service portal and create a User Account for accessing and/or using EMRL Services.

    New User can get himself registered on the service portal of EMRL by filling an Online User Registration Form. On due completion of the Registration and User Credential verification and Authentication process, the new User will be able to gain access to and/or be able to use EMRL Services through his User Account.

    Registration to EMRL’s basic Services is free of any Usage charge or Registration Fee. However, if the User wishes to avail of any additional Services, as further detailed on the Site, he can avail of such additional Services by paying a Service Fee for the additional Services.

    EMRL reserves the right to charge a Registration Fee from its Users for its Services (both Free and Paid Services) in future.

    • Type of Services

      Free services: Registered User can avail of some of EMRL’s basic Services which are essentially free of any User Charges, made available on EMRL Service Platform. Some of the Free Services available to EMRL Service Users are listed below:

      Basic redirection filters

      5 urls allowed

      Limited url customisation

      Limited support

    • Paid services Registered User can avail of additional functionalities and services by subscribing for EMRL Paid Services. Some of the Paid Services available to EMRL Service Users are listed below:

      Custom Splash pages

      Custom overlay pages

      Event tracking

      Tracking pixels

      Custom Domian

      Membership transactions

      Unlimited urls allowed

      url customization

      Export Data

      No advertisements

      Prioritized support

      Sharing allowed

  • Service Metrics

    EMRL Services includes generation and collection of certain metrics and analytical data regarding the use of EMRL Services, which includes User URLs and other web pages and web based data and information that EMRL aggregates and uses.

    Service Metrics is statistical data generated by EMRL Artificial Intelligence tools and system programs for the purpose of usage analysis and report generation.

    Service Metrics comprise of a history of all shortened URLs by a particular User which is associated with his User Account, a history of all clicks on the shortened URLs, a history of all sharing of shortened URLs through Third Party Services such as Facebook, Linked In etc., history of referral URLs for clicks of shortened URLs, the date and time such URLs were shortened and visual presentation of any or all of the above.

    Disclaimer

    EMRL Service User agrees that the Ownership rights of all Service Metrics belong to EMRL and that EMRL has sole rights to use, license, sell or otherwise dispose of all and any Service Metrics as detailed in EMRL Privacy Policy located at https://urlcart.in/page/privacy-policy

    User may access, use and copy Service Metrics made available to such User as part of EMRL Services for User’s internal, non-commercial business purposes. User shall not combine or associate any Service Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise share Service Metrics with any Third Party.

  • Implementation and Access Rights

    • EMRL shall provide to its Registered Users non-transferable access right to its Credentials subject to the following conditions that the Registered User

      1) shall not misrepresent or mask identities when using EMRL Services when accessing or using EMRL Services or seeking access credentials.

      2) shall not select or use, as User Username, a name that is otherwise offensive, obscene or vulgar.

      3) shall not select or use User Username which violates the rights of another person or entity.

      4) exceed any access provided by EMRL Services.

      5) causes, threatens to cause or exploits a Security breach of any technological safeguards implemented by EMRL for the protection of User credentials and User data and exploit the same for personal gains and/or causing loss to EMRL and its User base.

    • User Obligations

      User shall safeguard all access credentials provided by EMRL and shall ensure confidentiality and security thereof.

      Obligation of User who is a Corporate Entity

      1) Only employees and contractors, herein referred to as “Personnel’’ of such User shall use EMRL Services.

      2) User shall require to educate its Personnel about the terms of service, privacy and all other policies of EMRL, and shall require its Personnel to comply with all laws and User restrictions set out in this Agreement or otherwise prescribed by EMRL.

      3) User hereby represents and warrants that its Personnel have the capacity and authority to enter into this Agreement.

      4) The User shall vicariously be held responsible for the acts or omissions of its Personnel with respect to this Agreement.

      The User hereby acknowledges that it shall be fully responsible for the acts or omissions of its Personnel, whether authorised by him or not.

      EMRL reserves the rights to change, amend, control, update the manner of accessing of EMRL Services in its sole discretion

Intellectual Property Rights

  • Right to Ownership

    Service User acknowledges and agrees that EMRL is the sole and exclusive owner of all right, title and interest in and to EMRL Services and Service Metrics and all related documentation, source code, tools, ideas, database right, patents, trade secrets, and other intellectual property, and all derivatives, enhancements ,modifications and improvements thereof including but not limited to, inventions, patent applications, trademarks and trade mark applications, service marks, trade name, domain names.

    Nothing in this Agreement or any other document shall be deemed to transfer ownership of the EMRL Services. Except for the limited license rights expressly granted herein, no rights to EMRL Contents are granted hereunder and all rights in such EMRL Contents are reserved.

    However, Service User shall reserve the rights to User Content or User Service offered by EMRL to Users on its service platform, under this Agreement.

    All rights not expressly granted to you hereunder are reserved by EMRL.

  • Rights in User Feedback, suggestions, recommendation

    All rights, titles and interest in any or all User suggestions, enhancement requests, recommendations or other feedback regarding EMRL Services and Service Metrics shall be assigned to, and shall become the sole and exclusive property of EMRL.

Restrictions imposed

  • Legal Restrictions

    User and its Personnel shall not, and shall not permit any third party to

    1) create any service, software, documentation or data that is competitive with, substantially similarly or confusingly similar to any aspect of EMRL Services or Service Metrics,

    2) use, modify, display, perform, copy, disclose, or create derivative works of EMRL Services except as expressly permitted herein.

    3) reverse engineer, decompile , disassemble , mimic, screen-scrape ,frame or mirror EMRL Services or Service Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein.

    4) benchmark, encumber ,distribute , sub license, assign, share, sell ,rent ,lease, pledge, or otherwise transfer EMRL Services or Service Metrics to any third party.

    5) transmit harmful, disabling or malicious code or devices, or infringing ,defamatory ,unlawful, tortious ,deceptive, misleading ,fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates third party rights( including intellectual, privacy, publicity rights) through EMRL Services.

    6) access via automated or unauthorised means , interfere with, disrupt or attempt to monitor , override access or circumvent security measures of EMRL Services or Service Metrics or related systems, including via robots, spiders and or other electronic methods.

    7) obscure, remove or alter any proprietary rights or other notices on EMRL Services or Service Metrics.

    • Notwithstanding anything contrary, EMRL may, at its sole discretion, immediately revoke the grant of rights contemplated in this Section including Right to Services, Service Metrics rights, Implementation and Access rights, granted herein above if User breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns

    • User hereby agrees that EMRL will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or to prevent the threatened breach of User obligations under this Section, without any requirement to demonstrate any irreparable harm or to post a bond.

  • Technical Restrictions

    EMRL reserves the right to limit the number and/or frequency of API calls, concurrent URL shortening or other access rights to or use of EMRL Services in its sole discretion.

    If EMRL believes that User has attempted to exceed or circumvent any limitation with respect to limitations imposed herein by EMRL, EMRL may suspend or block User’s access to EMRL Services.

    EMRL may monitor User’s compliance with this Agreement.

Open Source Software

Any applicable Open Source Software license is solely between the User and the applicable licensor of the Open Source Software and the User shall comply with the applicable Open Source Software license. Incase of any conflict of rights granted in the Open Source Software license and this Agreement, the rights granted in the Open Source Software license shall prevail, but solely with respect to the Open Source Software.

Third Party Material

EMRL Services may link to or make available third party products, services, websites, social media platforms, data, software or source code, including without limitation Open Source Software, hereinafter referred to as Third Party Materials.

EMRL does not control such Third Party Material and is not to be held liable for any Third Party Materials. EMRL may, however remove or modify such Third Party materials, including without limitation to comply with law.

User agrees to comply with all terms and conditions and privacy policies related to Third Party Materials.

User Obligation when using EMRL Service, Indemnification, User Information and Rights in User URLs

  • User obligation when using EMRL Services

    User shall not use EMRL Services in any manner implying any partnership with, sponsorship by, or endorsement by EMRL. User shall not suggest or imply that EMRL is the author of or otherwise responsible for the views or content of the User Service. Neither User nor User Service shall disparage EMRL or EMRL Services. EMRL Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the EMRL Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on EMRL in any manner.

  • Indemnification

    User agree to indemnify, defend and hold harmless, to the fullest extent permitted by law, EMRL, the Directors, Employees, Officers and Agents of EMRL from and against any and all claims, damages, obligations, losses, liabilities, costs or debts and expenses (including but not limited to attorney’s fees) arising from :

    • User’s use, misuse of, inability to use and/or activities in connection with Site, Content or Services;

    • User’s violation of any or all terms and conditions of EMRL Services;

    • User’s violation of any third party right, including without limitation any Intellectual property rights, or privacy right of such third party with respect to User’s use of Site, and/or Services; or

    • any claim that User Content contains prohibited content.

    • any direct, indirect, special, consequential damage caused by the User to a third party with relation to usage of Site;

    This defence and indemnification obligation will survive these Terms and Conditions of Service (Agreement) and User’s use of EMRL Services.

  • Rights in User URLs

    User hereby grants to EMRL an irrevocable, perpetual, non-exclusive ,sub licensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs provided by User to EMRL in connection with the provision ,operation and promotion of EMRL Services ,creation of Service Metrics and for other Business purposes.

    Subject to the provision of Section “EMRL Disclaimer’’, User expressly agrees that it shall not input any User content into EMRL Services except User URLs. User retains all right, title and interest in and to the User URLs and is responsible for obtaining, maintaining, retaining and securing the User URLs. User further acknowledges that all shortened URLs based on User URLs will not be broken, taken down or otherwise disabled even after termination or expiration of this Agreement.

  • User Information

    As part of the provision of EMRL Services , EMRL may receive from User or third parties (including social media networks) or collect from User certain information , including without limitation, device and browser information , email addresses , Company size, industry, job title, and team type, and share such information with its partners, vendors and service provider, including without limitation, in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising or email marketing , to complete transactions or to ensure compliance with this Agreement, referred to as “User Data”.

    In the event User Data derives from an email address or other identifier which indicates a connection to an existing enterprise User, such User Data may also be shared with the enterprise User and combined with data received or collected in connection with said enterprise User.

    User consents to such collection, use, processing and sharing of User Data, which shall be in accordance with EMRL Privacy Policy available at https://urlcart.in/page/privacy-policy

Representations and Warranties

  • User Content Warranties

    User represents and warrants that

    1) the User URLs and User Data (collectively referred to as User Content) and all information on which Service Metrics are based , and the receipt ,collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property , privacy and publicity rights,

    2) the User Content, and any information on which Service Metrics are based was received, collected ,used and provided to EMRL in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation ,laws on Privacy and Data Security, unsolicited messaging, unfair or deceptive practices , or any applicable Country laws ,rules and regulations.

    3) It has obtained all necessary consents, approvals or other authorisations or permissions for, and has complied with the posted privacy laws and all third party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of User Content and all information on which Service Metrics are based.

    4) that none of the User Content or information or data on which Service Metrics are based contains any personally identifiable information or persistent information or persistent identifiers from individuals who are Minors.

  • User Warranties

    User further represents and warrants that

    1) it has implemented or contractually required industry- standard security measures to help secure the integrity, prevent unauthorised access to EMRL Services and to Service Metrics, User Content and User Service,

    2) it will not do anything that will make the EMRL Services subject to any open source or similar license which creates an obligation on EMRL to grant rights in EMRL Services,

    3) It will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner EMRL Services or Service Metrics.

    4) in the event of any security breach or unauthorised access to EMRL Services ,User shall immediately notify EMRL in writing by sending an email to support@urlcart.in , and unless otherwise notified by EMRL , take all corrective action necessary to remedy such breach and shall comply with applicable laws and the requirements of EMRL, all at User’s cost,

    5) User, his usage of EMRL Services, the User Content and User Services will comply with all laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

User Conduct and Restrictions

There are certain conducts which are strictly prohibited when using EMRL Site and Services. Failure to comply with any of the provisions set forth herein may also expose a User to civil/criminal liability.

User may not (and shall not permit any third party) to, unless otherwise permitted under these Terms:

1) use the Site, Content, Ads and /Services for any illegal, immoral, unlawful, and/or unauthorised purposes,

2) use the Site, Content and/or Services for non-personal or commercial purposes without EMRL’s express prior written consent.

3) remove or disassociate , from the Content, Ads and/or the Site any restrictions, proprietary Notices, and signs indicating proprietary rights of EMRL.

4) interfere with or violate User’s rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their prior express consent, whether manually or with the use of robot, spiders, crawler, any search or retrieval application, or use of other manual or automatic device, process, or method to access Site or any of the Services and retrieve, index and/or data mine information.

5) Interfere with or disrupt the operation of the Site, URLs, Ads, Services or the server or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks.

6) falsely state or otherwise misrepresent your affiliation with any person or entity , or express or imply that EMRL endorses you, your Site , your business or issues any statement you make, or present false or inaccurate information about the Site and/or Services.

7) take any action that imposes, or may impose an unreasonable or disproportionately large load on EMRL’s Service platform and/or infrastructure as determined by EMRL.

8) bypass any measures EMRL may implement to restrict or prevent access or use of EMRL site , URLs ,Ads or Services.

9) copy, modify ,alter, adapt, replicate, make available , translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by EMRL, or any other content, URLs, or Ads on or through the Site or Services, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use any of the above;

10) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software , translate, modify or create derivative works of any material that is subject to EMRL’s proprietary rights, including EMRL’s Intellectual Property rights in any way or by any means, unless expressly permitted herein and/or under any applicable laws which expressly permit such actions.

11) make any use of the Contents or Services for any purpose , without EMRL’s express consent in this respect.

12) create a browser or border environment around Content and Services.

13) sell, license or exploit for any commercial use/purposes any use of the Site ,Services without EMRL’s prior express permission/authorisation.

14) create a database by systematically downloading and storing all or any Content or any other Content from the Site or Services,

15) frame or mirror any part of the Site without EMRL’s prior express written authorisation.

16) transmit or otherwise make available in connection with the Site, URLs, Ads and/or Services any virus, worm, Trojan Horse, time bomb,web bug, spyware, or other compute code, file, program, or any other actually or potentially harmful , disruptive, or invasive code or component that may or is intended to damage, hijack the operations of EMRL’s Site and Services, any hardware, software, or telecommunication equipment.

17) use the Site and Services for any purpose for which they are not intended for use by EMRL.

18) infringe or violate any of the Terms of Service as described herein.

User hereby represent and warrants that it shall not violate any applicable laws, rule, regulations, orders in effect and as far as they apply to EMRL Site and Services enumerated herein.

With respect to the URLs, User shall not

  • Create redirect loops with services similar to EMRL Services in order to generate revenue.

  • obtain impressions by paying directly or indirectly other people for URL visits.’

  • participate in click ‘rings’ where you click on certain links in return for others to click your URLs,

  • create spam,

  • use the URL in a pop up/pop under or iframe,

  • open more than one link/window when people click on your URL,

  • share URLs including prohibited content ,

  • advertise URLs directly on or any form of traffic exchange/PTC website,

  • use javascript redirect or meta refresh,

  • open an URL without clicking on it,

  • send or direct URLs to children who are Minors (under the age of 18 years).

Online Payment System

Payments to or from EMRL are processed via certain payment methods and service providers, which may include, among others, CCAvenue & PayPal.

EMRL reserves the rights to add or change payment methods or such Service Providers in our sole discretion.

The Payment Gateway Services enable the User to send payments securely online using credit card, debit card or bank account. EMRL does not control and are not affiliated with the providers of such Payment Gateway Services , as each is an independent contractor, neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other.

The use of the Payment Gateway Services is at User’s sole discretion and liability. The User acknowledges and agrees that it is his responsibility to abide by all the terms specified by the Payment Gateway Services in their Terms of Service and Privacy Policies. The User acknowledges that he is fully assuming the risks of conducting any transaction via the Payment Gateway Services.

Disclaimer

EMRL Services are provided Äs is” and ‘’As Available’’ without warranty of any kind, express or implied , including , but not limited to, the implied warranties of title, non-infringement ,merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. EMRL does not warrant that:

1) EMRL Services will be secure or available at any particular time or location,

2) Shortened URLs, EMRL Services and Service Metrics will be accurate, error-free or that defects or errors will be corrected,

3) EMRL Services are secure, free of viruses or harmful components,’

4) the result of using EMRL Services and Service Metrics will meet User’s requirements or any of its User’s , Personnel’s or User’s business needs, OR

5) EMRL Services will be uninterrupted or that any interruption will be corrected in a timely manner, User’s use of EMRL Services and Service Metrics is solely at its own risk and that Service Metrics comply with any laws or regulations outside India and the User shall be solely liable for such compliance.

EMRL shall bear no responsibility for Third Party Products or services (e.g Open source software, social media platforms, third party materials or for host or app store providers). User recognizes that the figures contained in the Service Metrics produced hereunder are estimates and may be subject to statistical error.

EMRL does not warrant that Service Metrics will be completely correct, accurate, timely or otherwise reliable. EMRL hereby disclaims any liability for any use or reliance on the Service Metrics by User and Third Parties.

Confidentiality

User agrees that the business ,technical and financial information of EMRL that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and/or the manner or means of disclosure, shall be confidential property of EMRL (“Confidential Information’’). EMRL’s confidential information, includes EMRL Contents. Confidential information shall only be used by User as explicitly authorised in writing by EMRL. User shall use all necessary measures to safeguard EMRL’s Confidential Information. Confidential Information does not include information that the User can show by pre-existing written evidence:

  • was previously rightfully known to the receiving party without restrictions on disclosure,

  • is or becomes known to the general public, through no fault or breach on the part of the receiving party,

  • is disclosed to the receiving party by a third party without any breach of any non-disclosure obligation; or

  • is required to be disclosed pursuant to judicial order or third party subpoena, provided User provides written notice to EMRL in order for EMRL to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena. User hereby agrees that EMRL will be entitled, in addition to any other remedies available to it in law or in equity , to injuctive relief to prevent the breach or threatened breach of the receiving party’s obligations under this Section, without any requirement to demonstrate irreparable harm or post bond.

Indemnification

User hereby acknowledges and agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, EMRL, its parents, subsidiaries, affiliates and their Directors, Employees, Officers, representatives, contractors , Users, business partners, successors , Assigns, and Agents of EMRL from and against any and all claims, actions, damages, obligations, losses, liabilities, costs or debts and expenses (including but not limited to attorney’s fees) arising from

  • User’s use of and access to EMRL Services, including User Content, User Services;

  • User’s violation of any or all terms and conditions of EMRL Service, breach of this Agreement or violation of laws;

  • User’s violation of any third party right, including without limitation any Intellectual property rights, or privacy right; or

  • any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions of Service and User’s use of EMRL Services. EMRL shall promptly notify User of any claim for which it seeks indemnification; provided, however that any delay in providing notification shall not violate User’s indemnification obligation stated herein, unless User is materially prejudiced thereby.

Limitation of Liability

In no event shall EMRL be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to EMRL Services, Service Metrics or otherwise hereunder for any claim related to :

  • Any loss of profits , data loss, cost of procurement of substitute goods or services, or special, indirect, punitive ,incidental, compensatory , or consequential damages of any kind whatsoever and however arising.

  • any bugs, viruses, Trojan Horse, or the like and kind.

  • Any permanent or temporary cessation in the provision of EMRL Services.

  • the deletion of, corruption of, or failure to store any User Content and other Data maintained or transmitted by or through User’s use of EMRL Services,

  • User’s failure to provide EMRL with accurate account or other information.

  • Any liability resulting from User’s failure to keep its password or Account details secure and confidential.

  • User’s failure to access EMRL Services due to malfunction in equipment, infrastructure system, or the network used by the User; OR,

  • Amounts for all claims hereunder in the aggregate in excess of Rs. ____.

Term of the Agreement

The Agreement shall come into effect from its Effective Date and shall continue to remain in effect unless otherwise terminated as per the provisions contained herein.

EMRL, however reserves the right to terminate this Agreement immediately in its sole discretion. Upon expiration of this Agreement, all rights granted unto its Users by EMRL shall automatically terminate and User and its Personnel shall cease to use the Services and return to, or if directed by EMRL, shall destroy all confidential information of EMRL.

Any provision of this Agreement if by nature or if enumerated in this Agreement, shall survive such expiration or termination of this Agreement.

Governing Law and Class Action Waiver

  • Governing Law

    This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of India.

    You hereby acknowledges that as long as you continue to use EMRL Services or any of EMRL features, whether or not you are a visitor, or EMRL User, you shall be bound by the Terms and conditions of service described herein and such EMRL terms and conditions of service shall continue to be enforceable on you.

    Any obligation which is expressly or by its nature, are to continue after termination, deactivation of your User account, cancellation or expiration of the Terms and conditions of service, shall continue to survive and remain in full effect post happening of any such event as well.

    Any dispute between you and EMRL (whether arising out of relating in any way with the Terms and conditions of service and/or your use/access of EMRL Services), shall be subjected to the exclusive jurisdiction of the Courts in Mumbai and laws of India, to the exclusion of all other Courts, without reference to its conflicts of law.

    Unenforceability of any term described in the Terms and Conditions of service, shall not affect other terms of the Terms and Conditions of service.

    No waiver of any terms of the Terms and conditions of service described herein by EMRL, shall be deemed to be further or continuing waiver of such term and/or any other term.

    EMRL’s failure to assert any right or provision stated herein, shall not constitute a waiver of such right or provision.

    Users shall not be entitled to join or consolidate claims in arbitration by or against other Users or to arbitrate any claim as a representative or member of a class.

Arbitration

All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 15 days of being brought to their attention (such 15 days period referred to as the “Consultation Period’’), shall be settled by arbitration governed by the provision of the Arbitration and Conciliation Act, 1996.

The arbitration shall be carried out by a sole arbitrator to be appointed by mutual consent of the parties. The venue/seat of Arbitration shall be Mumbai and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either parties notifies the other party in writing to that effect.

Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses and other expenses. The arbitrator award is final and binding on the parties.

Cause of action and limitation

It is mutually agreed by and between you and EMRL that any cause of action arising from or regarding the Terms and conditions of service, shall be brought to the notice within 1 year of occurrence of such cause of action, otherwise such cause of action will be barred permanently and will not be considered for any further course of action thereafter.

Miscellaneous

It is mutually agreed by and between you and EMRL that any cause of action arising from or regarding the Terms and conditions of service, shall be brought to the notice within 1 year of occurrence of such cause of action, otherwise such cause of action will be barred permanently and will not be considered for any further course of action thereafter.

  • Relationship of the Parties

    The Parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

  • Entire Agreement and Severability

    This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto. If any provision of this Agreement are found to be unenforceable or invalid, that provision will be eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

  • Force Majeure

    In the event EMRL is prevented from performing its obligations under this Agreement by Force Majeure, such as natural calamity, earthquake, typhoon, flood, public commotion , torrential rains, heavy winds, storms, cyber-attacks, mechanical or electronic failure, or other acts of nature, fire, terrorists acts, threatened terrorist acts, explosion, change of law, acts of civil , public or military authority including inability to obtain any required approvals, or permits , strikes , riots, public unrest, war, plagues, epidemics or pandemics, or other unforeseen events beyond EMRL’s reasonable control, such as Acts of God (collectively termed as an Event of Force Majeure), EMRL shall not be liable for any damage, increased costs or loss, which the other party may sustain by reason of such failure or delay of performance, and such failure or delay shall not be considered as breach of this Agreement. EMRL shall take reasonable measures to minimise or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

  • Assignment

    This Agreement is personal to the User, and is not assignable, transferable or sub licensable by the User except with prior written consent of EMRL. Any attempt by the User to do so shall be treated as a breach of this Agreement. EMRL may, however assign, transfer, sublicense or delegate any of EMRL’s rights and obligations hereunder without consent.

  • Notices

    All notices under this Agreement will be in writing and shall be

    1) first transmitted by facsimile transmission or e-email and shall be considered duly served after it is sent, and then confirmed by postage , prepaid registered post with acknowledgement due or by recognised courier service; OR

    2) sent by postage , prepaid registered post with acknowledgment due or by by recognised courier service , to the EMRL at its address set out below:

    Incase of Notice to EMRL

    Addressed to

     

  • Headings, Interpretation

    The Section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.

  • Publicity

    User shall not be entitled to use EMRL Logos or trademarks in any manner without EMRL prior written permission, which may be withheld in its sole discretion considering the nature of EMRL Services. User hereby agrees to grant to EMRL the rights to use User logos or trademarks in any case studies, marketing or publicity material and on its website to identify the User as a User of EMRL Services.

  • Contact Us

    You may write to us at support@urlcart.in to address your questions, queries, feedbacks regarding the Terms of Service and we shall reply to your email within reasonable timeframe.