Please read this standard terms of use (“Terms”) carefully. By signing up for an account or using the Smart DX platform (“Platform”), you (“You”) are agreeing to these Terms which will result in a legal agreement between You and the respective Resulticks entity as stated in clause 11 (“ Resulticks”).
These Terms define the terms and conditions under which You are allowed to use the Platform (the “Agreement”). If You don’t agree to these Terms, You must immediately discontinue Your use of the Platform.
It is clarified that these Terms shall be updated from time to time. You understand and agree that Your use of the Platform including any continued use after any update constitutes pre-consent.
In order to use the Platform, You must:
1.1. Be at least eighteen (18) years old and eligible to enter into an Agreement;
1.2. Accept all the Terms;p>
1.3. Provide accurate contact and billing information and update them on a timely basis;
1.4. Not be based in any OFAC Sanctioned countries
2.1 You are hereby granted a non-exclusive, revocable, term-bound, non-sublicensable and non-assignable license to use the Platform.
2.2 Resulticks owns all right, title and interest in the Platform including any documentation and manual thereto. Your acceptance of the Terms, in no way confers any ownership rights in the Platform to You.
2.3 You agree and acknowledge that the Platform has been granted to You on an as-is basis. For the avoidance of any doubt, it is hereby clarified that You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by the programs), or access or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Resulticks during the tenure of Your usage of the Platform.
2.4 Not with standing the foregoing, Resulticks shall, at no additional cost to You, make available to You upon request all information which Youare entitled by law to receive for interoperability purposes, which would otherwise be obtainable only by decompiling or disassembling the Platform.
2.5 You agree that the right to use the Platform has been received by You on a non-assignable basis. You shall not be permitted to assign/transfer/sub-license the whole or any portion of the license to Your affiliates or subsidiaries or any third party.
2.6 You shall (a) not re-sell/sub-license the Platform under Your brand name or any other brand name, trade name, trademark or logo; (b) send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, files, script, agent or programs; (c) interfere or disrupt the integrity or the performance of the Platform or the data contained therein; and (d) send or store any infringing, obscene, threatening, libelous or otherwise unlawful or tortuous material.
All payments to Resulticks shall be exclusive of applicable taxes.You will be invoiced for additional consumables at the end of every month. The payments will be due within fifteen (15) days from the date of invoice. If You continue to be in default for more than sixty (15) days from the date of invoice, then the account shall be considered to be in default and the license shall be suspended till the pending fees is paid to Resulticks.
4.1 You shall keep all licenses and approvals, required under law, up to date for the purpose of using the Platform.
4.1 You shall keep all licenses and approvals, required under law, up to date for the purpose of using the Platform.
4.2 In the event, You becomeawareofanyinfringementofthe Platformbyathirdparty,employee,agency, associate, service providers, as the case may be, You should immediately notify Resulticks of such infringement at [email protected]
4.3 YoushallensurethattheusersusethePlatforminaccordancewiththe Terms and shall be responsible for any user’s breach of the Terms.
4.4 You shall not upload, store, modify and/or transmit any information –
i. that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
ii. that infringes any IPR of any thirdparty;
iii. that violates any law for the time beingforce;
iv. that deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing innature;
4.5 You shall be responsible for any and all data stored by it consciously or inadvertently in the form of backup data, user logs, caches etc., in course of performing any operations using the Platform. The backup of data will be carried out by the system on a periodical basis (“Scheduled Backup”). Any backup of data performed by You and which does not comprise of Scheduled Backup shall solely be at Your risk.
4.6 In addition, You shall also agree to the following terms:
Resulticks will be used only for the purpose of creating and managing campaigns for You and not for any other entity or organization, other than the business unit or entity for which the license has been granted
Resulticks would not be used to send out unsolicited communications, also known as “spam”. You would agree to blast campaigns only to users who have opted-in to receive campaigns, complying with SPAM acts relevant within the sender and receiver’s countries. Resulticks reserves it rights to protect itself from the Resulticks domain being blacklisted or being degraded on its trustscore.
All communications sent will include an “Unsubscribe”link.
5.1 For the avoidance of any doubt, Resulticks shall be the Data Processor and You shall be the Data Controller under this Agreement.
5.2 You shall solely be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of all data including Personal Data introduced by it into the Platform in accordance with th eapplicable law.For the avoidance of any doubt, Resulticks agrees and undertakes not to use any of Your customers’ Personal Data, brought into the system by You in conformance to the applicable laws for any purpose other than for the sole purpose of carrying out its obligations under this Agreement.
5.3 Resulticks shall ensure that in the course of carrying out its obligations, it shall observe all statutory safeguards and practices in the collection,processing and handling of all Personal Data including compliance to the data protection laws under the relevant provisions of the applicable laws by implementing practical technical and organizational measures to protect such Personal Data against any unauthorized and/or accidental access, unauthorized processing, deletion, alteration, disclosure or destruction. Resulticks shall be under the obligation to protect the Personal Data from unauthorized and/or accidental access, unauthorized processing, deletion, alteration, disclosure or destruction of such Personal Data and shall be responsible to take all and every security measures deemed necessary for execution of this obligation. Resulticks shall immediately inform You if any such Personal Data has been subject to unauthorized and/or accidental access, unauthorizedprocessing,deletion,alteration, disclosure or destruction. Resulticks shall use its best efforts to recover any such Personal Data as soon as reasonably possible after discovering the unauthorized and/or accidental access, unauthorized processing, deletion, alteration, disclosure or destruction of such Personal Data.
5.4 Resulticks shall purge the data (including the Personal Data) within Thirty [30] days from the date of termination of thisAgreement.
5.5 For the avoidance of doubt, the term “Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’and ‘Personal Information’ under the Privacy Rules under Applicable Law (as amended from time to time).
6.1 RESULTICKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED;WITH RESPECT TO THE PLATFORM INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PLATFORM, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR OTHERWISE.
6.2 RESULTICKS DISCLAIMS ANY AND ALL RESPONSIBILITY/LIABILITY FOR ANY REPRESENTATIONS, WARRANTIES AND EXPECTATIONS REGARDING THE PLATFORM WHETHER EXPRESSED OR IMPLIED OR STATUTORY, ORAL OR IN WRITING ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR FREE, OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RESULTICKS ACCEPTS NO LIABILITY FOR VIRUS OR MALWARE DAMAGE.
6.3 RESULTICKS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ITS RESONABLE CONTROL.
6.4 RESULTICKS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
You agree to indemnify and hold Resulticks its directors, officers and employees harmless from any losses, damages, judgments, fines, and costs including legal fees and expenses in connection with any claims arising out of or relating to (i) Your content, campaigns, or sites, (ii) Your use (or any third-party’s use) of the Platform (iii) Your violation of any laws or regulations, (iv) third-party claims that You or someone using your account did something that, if true, would violate any Terms of this Agreement (v) any misrepresentations made by You or (vi) breach of this Agreement or any representations or warranties You’ve made to us.
In no event shall Resulticks be liable to You for any indirect, special or consequential damages, including, without limitation, lost profits, cost of delay, any failure of delivery, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source.
The maximum aggregate liability of Resulticks, shall in no event exceed the totalfees paid by You towards the usage of the Platform withinthe twelve (12) months period preceding the date to which the claim relates.
This Agreement between You and Resulticksshall be deemed effective when You sign up for an account on the Platform and shallcontinue untilYou or Resulticks terminate the Agreement in accordance with these Terms.
You or Resulticks may terminate the Agreement at any time and for any reason. You may do so by terminating Your Resulticks account or we may do so by giving notice to You that we are terminating the Agreement. We may suspend Yourservices at any time, with or without cause. We won’t refund or reimburse You in any situation. Once Your account is terminated, You acknowledge and agree that we may permanently delete Your account and all the data associated with it, including your campaigns.
Further, we may suspend or terminate Your account at our discretion if You have breached any Terms of the Agreement.
| Customer Location | Resulticks Contracting Entity | Address for Notices | Governing Laws & Jurisdiction |
|---|---|---|---|
| United States of America | Resulticks Solution Inc |
8 The Green, Suite A, Dover, DE 19901 E-mail: [email protected] |
Laws of Delaware with exclusive jurisdiction in the courts of Delaware |
| Asia Pacific Region except India | Resulticks Global Companies Pte. Limited |
Level 21 Centennial Tower, 3 Temasek Avenue, Singapore –
039190 E-mail: [email protected] |
Laws of Singapore with exclusive jurisdiction in the courts of Singapore |
| India | Resulticks Edge Solution Technologies Private Limited |
No.37, PM Towers, Sixth Floor, Greams Road, Chennai, Tamil
Nadu, India, 600006 E-mail: [email protected] |
Laws of India with exclusive jurisdiction in the courts of Chennai |
Other Locations: If You are located in a geographic region that does not fall into one of the designations described in the table, then You are contracting with Resulticks Global Companies Pte. Limited.
Resulticks shall not be held liable for any delays or failure in performance due to any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Even if the Agreement is terminated, the following sections will continue to apply: Limitation of Liability, Limited Warranties & Disclaimers, Indemnity, Dispute Resolution and Governing Law & Jurisdiction.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
The Agreement, including these Terms make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.