Terms Of Use

These Terms and conditions ("Terms of Use")set forth below shall govern the use of Services (as defined below) provided to you ("Customer") by Credence Integrated Marketing India Private Limited ("Credence").

These Terms of Use represents a legal agreement between Customer and Credence. Credence provides the Services to Customer subject to and conditioned upon Customers’ acceptance of these Terms of Use.By accessing and using Services in any way, Customer agrees to be bound by and comply with this Terms of Use, including the warranty disclaimers, limitations of liability, and termination provisions below.

Credence may periodically change these Terms of Use and the Site without notice, and Customer are responsible for checking these Terms of Use periodically for revisions. All amended Terms of Use become effective upon our posting to the Site, and any use of the Site after such revisions have been posted signifies your consent to the changes.

  1. Definitions

    In these Terms of Use and in any Order now or hereafter associated herewith includes the Schedules hereto the following words and expressions have the meanings set out below, unless the context requires otherwise:

    "Agreement" means the Order, these Terms of Use and any Additional Terms;

    "Additional Terms" means any such special or additional terms beyond those specified in the Order as may be agreed in writing by Credence;

    "Credence" means Credence Integrated Marketing Private Limited and any entity which directly or indirectly controls, is controlled by, or is under common control with Credence Integrated Marketing Private Limited;

    "Customer" means the person, firm or incorporated body or any other undertaking (or their agents or employees) desirous of receiving the Services from or through Credence as set out in the Order;

    "Customer Data" means any data, information or materials provided or submitted by Customer in connection with or relating to the use of Services;

    "Order" means any order accepted by Credence for provision of Services containing Information and/or Software (which includes Subscriptions) and any subsequent orders submitted in written form or online;

    "Order Date" means the date, Customer place an Order for Services;

    "Information" means all information whatsoever (including without limitation any list of names, addresses, telephone numbers and email addresses of individuals and/or businesses) whether printed, written, oral, or in machine readable form;

    "Software" means all computer programs or applications including those accessed remotely in object code form, including all user documentation and any modifications or improvements thereto;

    "Services" includes (a) the Site;(b) any products and/or services whatsoever furnished or to be furnished by Credence in connection with the Site; and (c)all Information and Software (as defined above) including, but not limited to data, reports, text, graphics, news articles, tags, photographs, images, graphics, illustrations, sound, music and video contained in or accessible through any of the foregoing or any other medium whether internet, online or otherwise using which Credence may provide the Services. Any new features added to or augmenting the Services are also subject to these Terms of Use;

    "Site" means www.credencemktg.com and/or such other websites operated by Credence from time to time;

    "Subscription Term" means a Customer subscription for Services of duration, as specified in the Order;

    "Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with or are used in connection with the Services, and are identified as being provided by third parties;

    "Third-Party Sites" means third-party websites including any social media communication facilities (such as Face book, Twitter and LinkedIn) linked to from within the Services;

    "User" means Customer’s employees, representatives, consultants, contractors or agents who are authorized by Customer to use the Services and who have been supplied user identifications and passwords by the Customer (or by Credence at Customer’s request) as specified in the Order.

  2. License

    1. Subject to the terms and conditions of these Terms of Use, Credence grants to the Customer a non-exclusive,non-transferable license ("License") to access and use the Credence Services (including all Information and Software) as specified in the Order for its internal business purpose only. Customer does not have the right to assign, dispose of, transfer or sublicense to any third party any of the rights or licenses granted by this Agreement to use or have access to the Credence Services without the prior written permission of Credence.
    2. The Service is available only for the number of Users identified and described in the Order and authorized by Customer to access the Services during a Subscription Term, either online, or after the Information has been downloaded in accordance with these Terms of Use. The Service is intended only for each User’s individual use and may not be shared with other persons or entities, either internally or externally.
    3. Customer can subscribe to additional elements of the Services from time to time, which shall starting with the date on which the parties agree to their addition, be included in the Services provided, and fees payable under this Agreement.
    4. Credence, in order to improve its Customer’s experience,in its sole discretion and without any liability or notice to Customer, may periodically upgrade or enhance the Services at any time. Notwithstanding anything to the contrary in this Agreement, Credence may at any time reserve the right to modify or discontinue any aspect of the Services and/or impose limits on certain features and services and/or restrict Customer access to parts of the Services.Credence reserves the right to provide some or all elements of the Services through the use of third party providers.
    5. Credence will use reasonable commercial efforts to protect the integrity of Customer Data. Customer understands that the operation of the Services, including Customer Data, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to the Company's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, Customer acknowledges to bear the sole responsibility for adequate security, protection and backup of Customer Data and Credence will have no liability to Customer for any unauthorized access or use of any of Customer Data, or any corruption, deletion, destruction or loss of any of Customer Data.
    6. Credence does not represent or warrant that the Services will be error-free, that defects in the Services will be corrected, or that it will always be accessible and that the Information available on or through the Services will be correct, accurate, timely, or otherwise reliable.
    7. If Customer registers for a free trial of the Services, the following terms apply and take precedence over any contrary provisions of this Agreement: During the Trial Period,(i) Credence will make the Services available to Customer free of charge on an "as is"basis and without warranty and condition of any kind, (ii) Credence may suspend, limit, or terminate the access to Services for any reason at any time without notice, and (iii) Credence will not be liable to Customer for damages of any kind related to Customer’s use or access of Services including Customer Data.
  3. Customer Responsibilities

    1. Customer is solely responsible for all Customer Data and activity occurring under the User accounts and shall (i)abide by all applicable laws, rules and regulations in connection with use of the Services; (ii)purchase a sufficient number of seats for usage and shall not use or share a seat among multiple Users; (iii)notify Credence of any changes to any Users; (iv)notify Credence immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (v) not impersonate any person or entity or provide false identity information to gain access to or use the Services; (vii) not "Scrape" Information from Services; (vi) Obtain, maintain, and support all internet access, computer hardware, and other equipment and services needed for accessing the Services and (vii) provide true, accurate, current and complete information about itself if prompted by the registration form and maintain and update this information to keep it true, accurate, current, and complete.
    2. Customer represent and warrant to Credence that (i) it has the legal power and authority to enter into this Agreement; (ii) it owns the Customer Data or have obtained all necessary permissions, releases, rights or licenses to provide all information provided hereunder in connection with the Services and that Customer Data and other activities in connection with the Services do not and will not violate, infringe or misappropriate upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or contain any libelous or otherwise unlawful material.
  4. Restrictions

    The Services are licensed for Customer’s own internal use only and is conditioned upon its representations and warranties that it shall not: (i) use the Services except as expressly authorized in these Terms of Use; (ii) license, sublicense, sell, resell, rent, transfer, assign, distribute, disclose, time-share or commercially exploit or otherwise transfer any right in or make available to any third party in any manner the Services in any way;(iii) copy, modify, or create derivative works based on the Services; (iv) use any device, software, or routine that (a) interferes with any application, function, or use of the Services, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (v) frame or mirror the Site; (vi) decompile, disassemble, decipher, reverse-assemble reverse-engineer or otherwise the underlying software that is part of the Services or otherwise attempt to derive its source code; (vii) use the Services either directly or indirectly to support any activity that is illegal; (viii) Attempt to gain unauthorized access to the Services; (ix) access the Services in order to build a competitive service or product; (x) access the Services for purposes of monitoring its availability, performance or functionality without the express written consent of Credence;or (xi) authorize any third parties to do any of the above.
  5. Fees and Payment

    1. Customer will pay to Credence for the Services in the amounts agreed upon and as set forth in the Order. All payment obligations are non-cancellable and all amounts paid are non-refundable. All Fees/charges for the Services are exclusive of all applicable taxes and Customer agrees to pay any such taxes as applicable for time being in force or as amended from time to time to its use of Services.
    2. Delinquent payments are subject to late payment fees equivalent to 1.5% of the overdue balance per month plus any expenses associated with collections. Credence reserves the right in addition to any of its other rights or remedies, to suspend the Services without liability if Customer account is 30 days or more overdue (except with respect to fees or charges for which there is a reasonable and good faith dispute) and until such amounts are paid in full.
    3. Customer shall have no right of deduction, withholding or set-off against Credence in respect of any claims it may have against Credence (whether in connection with this Agreement or otherwise) except as required by law.
    4. Customer acknowledges that all payment obligations are non-cancellable and all the Fees/advances paid for the Services in accordance with the terms set forth in the Order are non-refundable under any circumstances whatsoever and further, in the event if the Order is cancelled, it shall not relieve Customer’s obligation to pay for accrued fees/charges and no request for refund of the Fees/advances payment and/or waiver of the balance payment of the order value shall be entertained by Credence and the Fees/advances paid, if any, in accordance with the terms set forth in the Order shall be forfeited by Credence.
  6. Intellectual Property

    1. Customer acknowledges that all rights, title, interest including copyrights, trademarks, service marks, trade secrets, patents and all other intellectual property rights in and to the Services, in any form, format, forum, medium, means or method now known or hereafter developed ( including, without limitation all programs, files, systems, documentation, research, analysis, data, information, content, graphics, page layouts, site designs, user interfaces utilized or provided relating to services and derivate works of any of the foregoing, the website and all content and material located thereon, including but not limited to software, and other technology, code, images, text, layouts, arrangements, displays, illustrations, audio and video clips,any HTML programming performed and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which may be developed, used or relied upon in providing the Services) is owned by Credence or in case of any third party products, its Licensors.
    2. Customer acknowledges that Credence has expended substantial time, effort and funds to create and deliver the Services including databases and compiled Information created, developed maintained and organized using a method developed by Credence, such that any misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Credence and all Information in Credence databases and any other intellectual property that are used or developed in connection with the Services are and will continue to be Credence’s exclusive property.
    3. Credence retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement.Nothing contained in this Agreement shall be deemed to convey to Customer or to any other party any ownership interest in or to Intellectual property of Credence or the intellectual property of any third party used or provided in connection the Services. Customer further acknowledges that it will not take any action to jeopardize, limit, or interfere in any manner with Credence or third party ownership of such rights.
  7. Customer Content

    1. As between Credence and Customer, Customer exclusively own all rights, title and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data.
    2. Customer grants permission to Credence and its licensors to access and use the Customer Data only for the limited purpose of delivery of the Services, response to service or technical problems, or to provide training and professional services on Customers request, and not for any other purpose.
    3. Credence may monitor use of the Service by all of its Customers and use data related to such use in an aggregate and anonymous manner, including compilation of statistical and performance information related to the provision and operation of the Service. Customer agrees that Credence may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify Customer.
  8. Third Party Sites & Products

    Through the Credence’s Services, Customers may have access to certain Third-Party Sites on the Internet, or information from such Third-Party Sites that are not part of the Services and are provided to Customer only as a convenience. Customer acknowledges and agrees that such aspect of the service is not integral to the Services provided hereunder and shall use these services in compliance with terms of use specified by such Third-Party Sites. When Customer accesses a Third-Party Sites or Products, Customer acknowledges that Credence has no control over the content or information of any Third-Party Sites and Products, including without limitation any link contained in a Third-Party Sites, or any changes or updates to a Third-Party Sites or Products and Credence makes no representations, warranties or endorsements with respect to any such Third-Party Sites and Products or service, or information thereon, that may be accessed through the Services. Credence specifically disclaims any liability with regard to any such sites or products and any actions resulting from Customer’s use of such Third-party Sites and Products.

  9. Publicity

    Customer grants Credence the right to use Customer’s name and Company Logo as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential customers of the Company. Except for the foregoing, neither party may use the other party’s name or logo without the other party's prior written consent.

  10. Disclaimer

    1. Credence and its Licensors or Suppliers does not assure or give warranty whatsoever, including without limitation as to the availability, accuracy, quality, correctness, currentness, comprehensiveness, completeness or reliability of the Services for any purpose. Credence and its Licensors or Suppliers does not warrant that the services will be Timely, uninterrupted, Secure, error-free or virus-free nor does it make any warranty as to the results that may be obtained from use of the Services and disclaims any warranty or representation regarding availability of a service, service levels or performance. Credence will not be liable for any loss or injury arising out of, in whole or in part, Credence’s conduct in procuring, compiling, collecting, interpreting, reporting or delivering Services or Information. Except as expressly set forth herein, the Services are provided on an "AS IS", "AS AVAILABLE" basis without any warranty or condition of any kind.

      This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Services is authorized hereunder except pursuant to this disclaimer.
  11. Limitation of Liability

    1. To the fullest extent permitted by law, in no event Credence its officers, directors, employees and agents and its licensors or suppliers, shall be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether direct, indirect, special, incidental, consequential, punitive or exemplary of any kind whatsoever, resulting from interruption of business, loss of profits, goodwill, revenues, earnings, use, or data including but not limited to damages or losses resulting from negligence, delay or failure in procuring, presenting communicating, transmitting, delivering or otherwise providing the Services, or in any way as a consequence of any defects, inaccuracies and errors in the Services, regardless of the cause, even if it has been advised of the possibility of such damages or losses, whether brought in warranty, contract, intellectual property infringement, tort or other theory arising directly or indirectly out of or in connection with this Agreement or Services.
    3. Credence disclaims all liability with respect to Third-Party Products used by Customer. Credence’s licensors or suppliers shall have no liability of any kind under this Agreement and Credence’s liability with respect to any Third-Party Products or third party content provided with the Services shall be subject to this section.
    4. Customer understands and agrees that the foregoing limitation of liability is an agreed allocation of risk and an essential part of this Agreement, and has relied on these limitations in determining whether to enter into this Agreement. The foregoing limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy and to the fullest extent permitted under applicable law.
  12. Indemnification

    The Customer agrees to defend, indemnify and hold Credence and any of their officers, directors, shareholders, employees and agents, and its licensors or suppliers harmless from and against any and all expenses, liabilities, damages, losses and costs(including, but not limited to, reasonable attorneys' fees and court costs) of any kind whatsoever, incurred in connection with any claims made by third party due to or arising out of Customer’s (i) breach of this Agreement, (ii) use or misuse of the Services, (iii)use of Third-Party Products (iv) breach of any applicable laws, regulations, rules, or judicial or administrative decision or order in use of the Services and (v) violation of the rights of a third party, including infringement of any intellectual property or other right of any person or entity.
  13. Termination

    1. Without prejudice to any other rights or remedies, Credence may at its sole discretion suspend, all or any aspect of the Services, or terminate this Agreement at any time for any reason, if Credence, in its sole opinion, believes that the Customer is in breach of any of its obligations under the Agreement or if the customer goes into bankruptcy, liquidation or administration, makes a voluntary arrangement with its creditors or becomes insolvent or has a Receiver appointed.
    2. Customer agrees that any termination of Services under any provision of this Agreement or as set forth in the Order may be effected without prior notice. In the event of termination of the Services, Customer will immediately cease using the Services, including the Information and all rights and licenses granted hereunder will terminate immediately except Provisions which by their very nature survive termination shall be deemed to survive any termination.
    3. Credence will under no circumstances be liable to refund all or part of any fees/advances (if any) in the event of the suspension of the Credence Services or termination of this Agreement. For the avoidance of doubt, termination shall not relieve the customer of the obligation to pay any fees accrued or payable to Credence under the Agreement or applicable Order and Credence shall not be under any obligation to supply the Services after termination.
  14. Miscellaneous

    1. Entire Agreement
      Unless otherwise expressly stated herein, these Terms of Use, along with any exhibit or addendum hereto, including any applicable Order, constitutes the entire and only agreement between Customer and Credence with respect to the Services and supersedes and cancels all previous written and oral proposals, agreements warranties, conditions, communications, representations and other understandings, express or implied, between Customer and Credence with respect to the subject of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of these Terms of Use and any exhibit or addendum thereto or any Order, the terms of such exhibit, addendum or Order, shall prevail.
    2. Force Majeure
      Credence will not be deemed to be in default of or to have breached any provision of these Terms of Use for any delay, failure in performance or interruption of Services, resulting directly or indirectly from acts of nature, acts of terrorism, any government action, interruptions in telecommunications or Internet services, or network provider services, power failure, failure of equipment and/or software, strikes (whether legal or illegal), work slowdown, labor or material shortage, transportation interruption of any kind, other catastrophes or any other occurrences which are beyond its reasonable control. Customer’s payment obligations shall continue during any event of force majeure.
    3. Assignment
      Customer may not assign, delegate or transfer its rights and obligations under these Terms of Use either in whole or in part to any other person or entity without the prior written consent of Credence. Customer acknowledges that Credence may assign this Agreement in its sole discretion to a third party pursuant to an acquisition, sale, merger, or other corporate transaction and further Credence also reserves the right to sub-contract to other persons in order to fulfill its obligation under these terms and conditions. All the terms, provisions, and conditions of these Terms of Use shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.
    4. Severability
      If the application of any one or more of the provisions of these Terms of Use to any particular facts or circumstances shall for any reason be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, arbitrator, or governmental agency, Then (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of these Terms of Use shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid, legal and enforceable when applied to such particular facts and circumstances.
    5. Waiver
      Credence’s failure to exercise or enforce any right or provision of these Terms of Use shall not be deemed by any act or omission, to be a waiver of such provision nor of the right to enforce such provision unless such waiver is in writing and signed by the authorized officials of Credence, and then only to the extent specifically set forth in such writing. No waiver of any breach of these Terms of Use shall be deemed a waiver of a future breach, whether of a similar or different nature.
    6. Notice
      Any notices, demands and other communications required hereunder must be in writing and will be deemed to have been delivered (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission provided the same is confirmed in writing, or (d) if sent by electronic mail, and such message is confirmed as received, to the relevant party at its business address as specified in the Order or as last notified in writing to the other party.
    7. Interpretation
      The headings of sections included in these Terms of Use are inserted for convenience only and shall not affect the meaning or interpretation of these Terms of Use.
    8. Relationship of the Parties
      The relationship between Credence and Customer is that of independent contractors and nothing herein will be construed to create a partnership, joint venture, employment, and franchise or agency relationship between Credence and Customer as a result of this Agreement or Customer’s use of Services. Neither Customer nor its agents shall have any authority to bind Credence in any way.
    9. Governing Law
      To the maximum extent permitted by law, these Terms of Use shall be governed and construed in accordance with the laws of the Republic of India without regard to applicable conflicts of laws principles and the parties agree that the appropriate Courts in Mumbai shall have exclusive jurisdiction for resolving any disputes arising out of or relating to the use of Services.
    10. Arbitration
      Any disputes and differences whatsoever arising under these Terms of Use shall be resolved by arbitration conducted in accordance with the Indian Arbitration and Conciliation Act, 1996 and the rules made there under. The arbitration proceedings shall be conducted in English. Unless the Parties agree on a sole arbitrator there shall be three Arbitrators, one to be selected by each of the parties, and the third to be selected by the two Arbitrators appointed by the parties. The venue of Arbitration shall be in Mumbai, India.
    11. Confidentiality
      The Customer will treat as confidential and keep secret all Information contained in or concerning the Services provided by Credence and shall not disclose, reveal, reproduce or make accessible in whole or in part, in any form or manner for any purpose other than as specifically authorized or as expressly provided in these terms of Use or unless Customer first obtains written consent from Credence. Customers acknowledges that it shall exercise at least the same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable degree of care, to ensure compliance with its obligation under these Terms of Use. This section will remain in full force and effect after termination of this Agreement.
    12. Privacy
      Please visit http://credencemktg/privacy/ to understand how the Company collects and uses personal information.

Effective Date: April 5, 2013