Terms Of Use

1. Agreement

This agreement("Agreement") is between You ("COMPANY") and Plenosys Technologies International Private Limited, a private company, with its business offices in INDIA and USA herein referred as PLENOSYS. "PLENOSYS" is a registered trademark of Plenosys Technologies International Private Limited. You or COMPANY means any entity identified in the Contact Us form submitted by same and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this agreement.

2. The Services:

(a) Scope: Subject to the terms and conditions of this Agreement, PLENOSYS will provide a hosted services (PLENOSYS Services) for COMPANY to enable registration, delivery of COMPANY's services ("COMPANY Services") like information, content and applications to end device users which has PLENOSYS technology deployed on their device (hereafter "End Users").

(b) Operation of the Services: PLENOSYS will ensure that the PLENOSYS Services are available to COMPANY and End Users throughout the Term. As between the parties, PLENOSYS will be responsible for (i) operating, hosting, and making available the PLENOSYS Services; and COMPANY will be responsible for (i) the creation, marketing and promoting of the COMPANY Service.

Using our Services

You must follow any policies made available to you within the Services.Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.

You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services.Don't remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services display some content that is not of PLENOSYS's. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don't assume that we do.In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

3. Data and Information:

(a) PLENOSYS shall provide COMPANY with access to online reports of PLENOSYS Services.

(b) During the Term of this Agreement, PLENOSYS may receive and store data and information passed from or to COMPANY, about individual end users who use the PLENOSYS Services, including without limitation, gender, age, zip code, geo-location, device or browser identifiers (e.g. cookies),and any other demographic information (collectively "End User Information"). Notwithstanding anything to the contrary contained herein, COMPANY agrees that its use of the End User Information will be in accordance with (i) all applicable federal, state and local laws and regulations, (ii) the COMPANY privacy policy under which the End User Information was used and (iii) and solely for the purposes contemplated herein.

(c) All data originating with COMPANY and owned by COMPANY that may be passed to PLENOSYS by COMPANY to enable PLENOSYS services is and will remain the property of COMPANY.PLENOSYS may retain such data and use it as part of the PLENOSYS services provided to COMPANY.PLENOSYS may not share this data with any other party or use this data as part of the PLENOSYS services provided to any other company without the express written permission of COMPANY. Notwithstanding, PLENOSYS may store and use aggregate information derived from the delivery of the PLENOSYS Services for the purpose maintaining aggregate audience reports and advertising analytics, provided that there shall be no reference to COMPANY as the source of any such information and that such information is in no way attributed to COMPANY. Any data originating with the end user, the end user device, the carrier, or the network that is received by PLENOSYS during operation of its systems and delivery of its services together with any information or additional data derived from that data is the property of PLENOSYS.

4. COMPANY Responsibilities:

(a) Subject to the terms and conditions of this Agreement, COMPANY agrees to provide available advertising inventory on COMPANY Content.

(b) COMPANY agrees (i) to install and incorporate the technology, including any updates, fixes or patches provided by PLENOSYS from time to time, in the COMPANY Content, and (ii) to maintain throughout the Term all software codes and tags necessary for PLENOSYS to fetch COMPANY services.

(c) COMPANY agrees that it shall be solely and exclusively responsible for the COMPANY Content, and that PLENOSYS has no responsibility, to review or approve the COMPANY Content.

(d) COMPANY agrees to maintain a consumer privacy policy as referenced in section 3 (b) above during the term of the Agreement.

5. Content license from you (COMPANY)

5.1 You retain copyright and any other rights you already hold in Content(including any text, data, information, images, photographs, music, sound,video or any other material which you may upload, transmit or store) which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give PLENOSYS a perpetual, irrevocable, worldwide,royalty-free, and non-exclusive license to reproduce, adapt, modify, translate,publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling PLENOSYS to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.

5.2 You agree that this license includes a right for PLENOSYS to make such Content available to other companies, organizations or individuals with whom PLENOSYS has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

5.3 You understand that PLENOSYS, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit PLENOSYS to take these actions.

5.4 You confirm and warrant to PLENOSYS that you have all the rights, power and authority necessary to grant the above license.

5.5 You acknowledge and agree that you will be solely responsible for copyright infringement of any 3rd party having ownership over their content you upload on our services and websites.

6. Fees and Revenue Share:

The parties acknowledge and agree that COMPANY content, applications, information, products and services may be bought by end user by way of paying to the COMPANY, when listed on PLENOSYS services. All Net Revenue generated from such sales shall be shared by COMPANY to PLENOSYS according to the revenue share percentage as per PLENOSYS payouts to be reflected in your payments details and may change time to time based on PLENOSYS's descretion.

7. Your Content in our Services

Some of our Services allow you to submit content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.

When you upload or otherwise submit content to our Services, you give PLENOSYS (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

About Software in our Services

When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.

PLENOSYS gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by PLENOSYS as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by PLENOSYS, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Open source software is important to us. Some software used in our Services may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

You can stop using our Services at any time, although we'll be sorry to see you go. PLENOSYS may also stop providing Services to you, or add or create new limits to our Services at any time.

We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.

8.Press Release:

PLENOSYS and COMPANY may issue a joint press release based upon the relationship described in this Agreement. Language within the press release must be mutually agreed upon and may include quotes by both parties.

9. Additional Marketing and Promotion:

PLENOSYS and COMPANY may cooperate in mutually agreed upon promotional and marketing activities in connection with the COMPANY Services outlined below:

During the term of the agreement, PLENOSYS may, at its discretion, disclose on its website and in sales materials, that COMPANY is a Customer.

COMPANY gives PLENOSYS permission to publish a non-confidential 1-2 page Case Study on the COMPANY's integration and usage of COMPANY Services.The content of the Case Study must be mutually agreed upon and may include quotes by both parties.

10. Block List:

COMPANY will establish its own "block" list of its competitors and top advertisers which PLENOSYS will bar from being served on the COMPANY Services.COMPANY will also have the ability to add to this list on an ongoing basis with written notice to PLENOSYS. The advertiser and competitor block list as of the date of this Agreement is attached hereto as Exhibit C.

11. Warranty and Disclaimer:

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don't promise about our Services.

Other than as expressly set out in these terms or additional terms, neither PLENOSYS nor its suppliers or distributors make any specific promises about the Services. For example, we don'€™t make any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs. We provide the Services "as is".€

Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.

Liability for our Services

When permitted by law PLENOSYS, and PLENOSYS suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

To the extent permitted by law, the total liability of PLENOSYS, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services (or, if we choose, to supplying you the Services again).

In all cases, PLENOSYS, and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable.

We recognize that in some countries, you might have legal rights as a consumer. If you are using the Services for a personal purpose, then nothing in these terms or any additional terms limits any consumer legal rights which may not be waived by contract.

12. Indemnification

COMPANY shall indemnify, defend and hold harmless PLENOSYS, its parents, subsidiaries and affiliates and each of their respective directors, officers, employees, agents, successors, and assigns against any and all Liabilities paid or incurred by any of them in connection with claims by any third party to the extent such Liabilities arise out of or relate to or are attributable to COMPANY's breach of any warranty, representation, covenant or agreement hereunder; provided that COMPANY is given prompt notice of any such claim, reasonable cooperation and sole control over defense and settlement thereof.

13. Confidentiality:

Each party agrees that all business, technical and financial information it obtains from the other party that is marked "Confidential" or "Proprietary," is the confidential property of the disclosing party ("Proprietary Information" of the disclosing party).

Except as expressly allowed herein or as required by law, regulation or court order, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party during the Term or for one (1) year thereafter.Each party will be deemed to have met its obligations hereunder if it treats the other party's Proprietary Information with the same degree of confidentiality it affords its own sensitive business information.

Upon termination or expiration of this Agreement, or at the request of the disclosing party, the receiving party shall (at its option) return the Proprietary Information to the disclosing party, or destroy it and, upon the disclosing party's request, certify that it has taken such action.

The receiving party shall not be obligated under this Section 9 with respect to information the receiving party can document:(i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Proprietary Information.

14. Limited Liability:

When permitted by law PLENOSYS, and PLENOSYS suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

To the extent permitted by law, the total liability of PLENOSYS, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services (or, if we choose, to supplying you the Services again).In all cases, PLENOSYS, and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable.

We recognize that in some countries, you might have legal rights as a consumer. If you are using the Services for a personal purpose, then nothing in these terms or any additional terms limits any consumer legal rights which may not be waived by contract.

15. Term and Termination:

This Agreement shall have a term of twelve (12) months beginning on the Effective Date (the "Term"), unless terminated earlier as provided in this Agreement.

This Agreement will renew automatically for subsequent twelve (12) month terms ("Subsequent Terms") unless notice of non-renewal is received at least thirty (30) days prior to the expiration of the then-current term, or unless terminated sooner by the mutual agreement of both parties.

The Term and Subsequent Terms (if any) shall be referred to collectively as the "Term." Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice at any time during the Term if the other party is in material breach of any term, condition, warranty or covenant of this Agreement, provided that the breaching party fails to cure that breach within thirty (30) days after receipt of written notice describing the same..Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed or performed after termination of this Agreement will survive the expiration or termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assigns.

16. Notice:

All notices and requests in connection with this Agreement shall be deemed given when personally delivered, upon delivery via overnight courier, or certified or registered, return receipt requested, and addressed as follows or such other address as such party last provided to the other by written notice.

17. Miscellaneous:

Each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other.

Nothing contained herein shall be deemed to create a relationship of joint venture, principal and agent, partnership or similar relationship between the parties and neither party shall hold itself out to the contrary.

Nothing contained herein shall be deemed to allow either party to create or assume any obligations on behalf of the other party for any purpose whatsoever.

This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors, assigns, and personal representatives.

Neither party shall assign this Agreement in whole or part without the prior written consent of the other party except that either party may assign this Agreement in connection with a merger, reorganization or sale of a substantial all of a party's assets.

This Agreement, including all appendices hereto, contains the entire understanding of the parties regarding its subject matter and supersedes any and all other agreements and understandings, whether oral or written, with respect to the subject matters covered herein. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties.

If any portion of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of INDIA without regard to the conflicts of laws provisions thereof.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and reasonable attorneys fees.

This Agreement may be executed in separate counterparts which, taken together, shall constitute one agreement.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Ambiguities,inconsistencies or conflicts in this Agreement will not be strictly construed against either party but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties€™ intentions at the time this Agreement is entered into and common practice in the industry.

About these Terms

We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We'll post notice of modifications to these terms on this page. We'll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

These terms control the relationship between PLENOSYS and you. They do not create any third party beneficiary rights.

If you do not comply with these terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

18. Disclaimer

The information contained in this website is for general information purposes only. The information is provided by PLENOSYS and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under the control of PLENOSYS. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.Every effort is made to keep the website up and running smoothly. However, PLENOSYS takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.