Effective: Nov 7, 2019
ACCEPTANCE OF TERMS
PLEASE REVIEW THE TOU CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR BY OTHERWISE ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TOU, DO NOT ACCESS OR USE THIS SITE.
THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE, AND YOU AGREE THAT ANY SUCH DISPUTE OR CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. PLEASE REVIEW SECTION 19 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SITE.
By creating an account with Samvadi or by using this site as either a potential or actual business customer or its employee, contractor or patron, you consent to be legally bound to these TOU and you represent and warrant that you: (i) are at least 18 years of age, or, if you are under 18 years of age, that you are using the Site under the supervision of an adult who is at least 18 years of age (in which case, the adult user is deemed the user of the Site); (ii) acknowledge and have read, understand, and agree to be bound by this TOU; and (iii) are not prohibited by law from accessing or using the Site. If you are under age 13, you may not, under any circumstances or for any reason, use the Site. We may, in our sole discretion, refuse to offer the Site to any person or entity and change the eligibility criteria for the Site at any time. We reserve the right to terminate accounts for users who have been previously suspended or removed from the Site. You are solely responsible for ensuring that these TOUs are in compliance with all laws, rules and regulations applicable to you, and the right to access the Site is revoked where these TOUs or use of the Site is prohibited or to the extent offering, sale or provision of the Site conflicts with any applicable law, rule or regulation.
GRANT OF RIGHTS
Subject to your compliance with the TOU in all material respects, Samvadi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and view pages from the Site for your personal, non-commercial use only; and (ii) print a reasonable number of such pages for your personal, non-commercial use only. For clarity purposes, no commercial use of the Site is allowed unless you are a Samvadi customer and have accepted our Services Agreement.
Your access to and use of the Site must further comply in all material respects with any usage guidelines posted by Samvadi.
You may browse the Site without registering, but some features may not be accessible unless you register. In registering for the Site, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Samvadi reasonably suspects that you have done so, Samvadi may suspend or terminate your account.
You are fully responsible for all activities that occur under your account. You may not share your account or password with anyone. You agree to notify Samvadi immediately of any unauthorized use of your account or password or any other similar breach of security.
RIGHTS AND RESPONSIBILITY FOR CONTENT
You acknowledge and agree that all information, data, text, software, music, sounds, photographs, graphics, videos, messages, scripts, tags and/or other materials accessible through the Site, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not Samvadi, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site (“Your Content”).
You acknowledge and agree that Samvadi has no obligation to pre-screen Content (including, but not limited to, Your Content), although Samvadi reserves the right in its sole discretion to pre-screen, refuse or remove any Content that it deems inappropriate, unlawful, or in violation of the TOU or Acceptable Use Policy.
To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any copyright, trademark, right of privacy, right of publicity or any other right of any third party.
Samvadi does not claim ownership of Your Content. However, you grant Samvadi and its service providers a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform and publicly display Your Content in connection with your access to or use of the Site or any Application. You understand that the technical processing and transmission of data associated with the Site, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Except with respect to Your Content, you agree that Samvadi and its licensors own all rights, title and interest in the Site and all Content, and other materials within the Site.
Except with respect to Your Content or as expressly permitted by the TOU, you may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any Site; or (iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Site or any products or services offered by Samvadi. Samvadi reserves all rights not expressly granted to you.
The SAMVADI and ISON24 trademarks (“Samvadi Marks”) are owned by Samvadi. You agree not to display or use in any manner any of the Samvadi Marks or any other trademarks owned by Samvadi without Samvadi’s prior written consent.
In connection with your access to or use of the Site, you shall not:
upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) includes “protected health information," as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPPA) and the Health Information Technology for Economic and Clinical Health Act (HITECH);
attempt to bypass or break any security mechanism on the Site or using the Site and related services in any other manner that poses a security or service risk to Samvadi or any of its users or connected systems or services;
use the Site and related services in any manner that violates any applicable industry standards, including, but not limited to, all of the applicable guidelines published by the CTIA, the Mobile Marketing Association and any other accepted industry associations, carrier guidelines or other industry standards;
use the Site and related services in any manner that violates anti-spam laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act and the Do-Not-Call Implementation Act;
harvest or otherwise collect information about others, including email addresses, without their consent;
impersonate any person or entity, including, but not limited to, Samvadi personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
act in a manner that negatively affects the ability of other users to access or use the Site;
take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure or use the Site and related services in a manner that exceeds normal usage, as determined by Samvadi, for a business, user or phone number;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site;
sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site, including, but not limited to, your user account and password;
use a phone number for more than one logical business or business location;
violate any applicable local, state, provincial, federal, national or international law or regulation,
use the Site to send to any of your customers or potential customers at any time any agreement other than an agreement for services as laid out and provided for in your Services Agreement.
You acknowledge and agree that the Site is a general purpose platform that has not been established, designed or configured to comply with all laws, regulations or standards that may apply to you or your business. You are solely responsible for assessing and complying with all such laws, regulations and standards, including, without limitation, HIPPA and HITECH.
Samvadi is the owner of or otherwise licensed to use all parts of the Site, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Site belong to third parties who have authorized Samvadi to display the materials, such as certain third party licensors. By accessing or using the Site, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these TOUs, no license is granted to you and no rights are conveyed by virtue of accessing or using the Site. All rights not granted under these TOUs are reserved by Samvadi.
If you elect to provide or make available to Samvadi any suggestions, comments, ideas, improvements or other feedback relating to the Site (“Suggestions”), Samvadi shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.
DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Site, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that Samvadi shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.
LINKS AND EXTERNAL MATERIALS
MODIFICATIONS TO THE SITE
Samvadi reserves the right at any time to modify or discontinue, temporarily or permanently, the Site (or any portion thereof) with or without notice. You agree that Samvadi shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof).
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SAMVADI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE SAMVADI PARTIES MAKE NO WARRANTY AND PROVIDE NO CONDITIONS THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE SAMVADI PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE SAMVADI PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL SAMVADI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE EXCEED THE AMOUNT RECEIVED BY SAMVADI FROM YOUR TRANSACTIONS WITH SAMVADI ON THE SITE IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH ANY SUCH CLAIM AROSE.
IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE SAMVADI SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO YOU FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE SAMVADI CONTENT. SAMVADI IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY BUSINESS FOR WHICH A USER HAS MADE A RESERVATION, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD.
IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50).
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Third-Party Websites, Applications and Site
When you use the Site and related services, Samvadi’s role is to provide our platform to help connect consumers like you with businesses. Please note that we do not provide, endorse, or guarantee any third-party product, service or information. Samvadi is not affiliated with the vendors featured on the Site or apps and is not responsible for their products and services. The Site may contain hypertext links to websites and applications operated by parties other than Samvadi. Such hypertext links are provided for your reference only, and Samvadi does not control such websites and is not responsible for their content. Samvadi’s inclusion of any hypertext links to such websites or applications does not imply any endorsement of the material on such websites or applications or any association with their operators. Samvadi assumes no liability whatsoever for any such third-party websites, applications or any content, features, products, or services made available through such third-party websites or applications. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Site using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Site in any manner. Your access to the Site using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service, including any license transferability and other usage rules therein.
Businesses who are customers of Samvadi are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by you as a result of your interaction with or visit to any business, or from any promotion, offer, product or service of any business. Users must resolve all disputes directly with those businesses that it has a direct commercial relationship with. To the maximum extent permitted by applicable law, you hereby release Samvadi from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against Samvadi pertaining to the subject matter of this Section 16.
The TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
BINDING ARBITRATION AND CLASS ACTION WAIVER
ANY DISPUTE OR CLAIM ARISING FROM OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU, SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the San Jose, California or the city in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ANY DISPUTE OR CLAIM ARISING FROM OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA (SAN JOSE) OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN A COURT OF COMPETENT JURISDICTION IN SAN JOSE, CALIFORNIA. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and Samvadi may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”)
If you believe that your work has been made available through the Site in a way that constitutes copyright infringement, please provide Samvadi’s Agent for Notice of Copyright Claims the following information:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(c) a description of the material that you claim is infringing and where that material may be accessed within the Site;
(d) your address, telephone number and email address;
(e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Samvadi’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
PO Box 360473 [R], Milpitas, CA 95036
You are consenting to these TOU electronically by using the Site. If you are a Samvadi customer, one feature of the Site is to offer you the ability to execute agreements between you and your patron. If you are a patron of one of Samvadi’s customers, the Samvadi customer may solicit your electronic signature on their contract. Although Samvadi makes the electronic agreement service available to Samvadi Customers and their patrons, Samvadi is not a party to any contract between any of Samvadi customers and their patrons.
As part of your use of the Site you may receive a document signature request from Samvadi and, in compliance with the U.S. Electronic Signatures in Global and National Commerce Act (E-Sign), we want to provide you with the following information related to these document signature requests. If a Samvadi Customer decides to solicit your electronic signature on a contract with them, the document signature requests will be sent to you in electronic form (including all related correspondence, such as disclosures and notices) and not in hard copy, printed material. After you sign a document signature request, you will be automatically able to download a copy of your signed document at no charge. Prior to signing and after signing, neither Samvadi nor the Samvadi Customer will be providing a hard copy printout of the document (signed or unsigned). You have the right to decline consent of this Section 19 of this Agreement. You can withdraw from the document signature request by not using that portion of our Site and not electronically signing any agreement or contract from any Samvadi Customer. Please note, however, that if you do not want to electronically sign a document request from Samvadi, this may limit the usefulness of the Site. If you sign the document signature request, you are providing affirmative consent for the use of electronic records for the specific signed document only and your signature demonstrates that you were and are able to access the relevant information in the electronic form that will be used to provide the information that is the subject of this consent. By signing electronically, you are affirming that you want the agreement to be signed electronically, and you affirm that an electronic signature are the same as handwritten signatures for the purpose of validity, enforceability and admissibility.
Subject to Section 2, the TOU constitutes the entire agreement between you and Samvadi concerning your access to and use of the Site. Subject to Section 2, the TOU supersedes all prior or contemporaneous oral or written negotiations and agreements between you and Samvadi with respect to such subject matter. The failure of Samvadi to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU.