Terms and Conditions

Last updated: 1st March 2020

These Customer Terms are between You, AND Seicho Growth Metrics ("Company"), each referred to individually as "Party" and collectively the "Parties".

Background

Company operates the website and/or any Application connected to or mentioned on this site and the Services provided under this website. The Website inter alia contains a subscription functionality which enables users to subscribe to the services offered.

These Customer Terms apply to Your access to, and use of, the website and/or its Application (whether through a computer, mobile phone or other electronic device), subscription services, other services and all information, recommendations and other products and services provided to You on or through the Website.

1. Definitions and Interpretation

Unless the context requires otherwise, capitalized terms in these Customer Terms have the following meaning:

• "Account" means the account created by You on the Website and/or Application for accessing the Services.
• "Additional Fee" means any amount over and above the subscription services being provided and outside the scope of services entered into and not accounted for while making any subscription. These could include but not be limited to highway tolls, duty, taxes, levies or similar fees or charges that are not included in the subscription but are payable by the Subscriber to the Company.
• "Affiliate" means, in relation to any entity, another company or entity that either directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with that entity.
• "Applicable Laws" means (in any relevant jurisdiction) all laws, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines.
• "Application" means such features of the mobile application or other programs, software, mobile applications owned (or licensed to) by the Company, and other URLs as may be specified by the Company from time to time.
• "Area of Operation" means the area in which these Customer Terms are accepted by You, being the territory of India/where the application was accessed.
• "Business Day" means any day excluding Sunday or public holiday in the Area of Operation.
• "Card Details" has the meaning set out in Clause 6.4.
• "Force Majeure" has the meaning set out in Clause 16.1.
• "IP" has the meaning set out in Clause 13.
• "Payment Processor" has the meaning set out in Clause 6.1.
• "Privacy Policy" means the privacy policy available on the website, as amended by the Company from time to time.
• "Registration Data" means Subscriber name, email address, telephone number and other information (including personal data) that is provided to the Company for registering on the website and/or Application.
• "Services" means the technology services the Company provides which facilitates various services primarily relating to social media analytics and other products and services accessed through the website or via the Application within the Area of Operation.
• "You / Your" means you, the user and Subscriber of the Website and/or the Services.

Interpretation

Unless the context requires otherwise, in these Customer Terms:

• The singular includes the plural and vice versa;
• The words 'such as', 'for example', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
• A reference to a person includes an individual, partnership, joint venture, trust, corporation or any other entity or association whether or not it is incorporated or has a separate legal identity;
• A reference to a Party includes that Party's executors, administrators, successors, and permitted substitutes and assigns;
• "Rupee" is to the lawful currency of the Republic of India;
• In determining the time of day, the relevant time of day is the time in the Area of Operation;
• No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of these Customer Terms or any part of them.

2. Registration and Usage

In order to use the Services, the Subscription Services and the Website, You must:

• Be competent to enter into a contract under Applicable Laws, and You must provide the Company with accurate, complete, current, valid and true Registration Data ("Eligibility Requirements");
• Only open one Account using Your Registration Data, and not use the account of any other person;
• Only use the Application solely in accordance with these Customer Terms and all Applicable Laws, and not use the Application, Subscription Services or Services for any illegal or unlawful purposes;
• Only use the Application, Subscription Services and Services for Your sole, personal use, and not transfer, sell, sub-license or assign it to a third party;
• Not do or try to do anything to interfere with or harm the Website, the Subscription Services, the Services or the network of the Company or any of its Affiliates in any way whatsoever;
• Provide such information and documents which the Company may reasonably request from time to time, and promptly notify the Company of any change to any of Your Registration Data or other information provided to the Company; and
• Only use an authorised telephonic or internet network to access and use the Website. When using the Website, standard messaging charges, data charges and/or voice charges (as applicable) may be imposed by Your device provider and the same are Your responsibility.

You are solely responsible for maintaining the confidentiality of Your Registration Data and Application login credentials, and will be liable for all activities and transactions, and any other misuse of the Application, that occurs through Your Account (whether initiated by You or any third party), except to the extent caused or contributed by Company.

You must also notify the Company immediately if You cannot access Your Account, You know of or suspect any unauthorised access or use of Your Registration Data, login details or Account, or the security of Your Account has been compromised in any way.

The Company and/or any of its Third Party Service Providers may suspend access and Service subscriptions if:

• The Registration Data or any other information provided by You is false, or You cease to satisfy the Eligibility Requirements;
• The security of Your Account has been compromised in any way;
• You have not complied with any of the requirements in this clause;
• For any maintenance and/or upgrades; or
• On expiry of subscription.

The Company and/or any of its Third Party Service Providers may block, suspend, alter or update the Website, the subscription Services and/or the Services at any time (including without notice) to make improvements, as required by Applicable Law, or to protect a legitimate business interest. However, You may terminate these Customer Terms in accordance with Clause 15 at any time.

3. Subscription Services

The Website allows the Subscriber to select their desired service requirement from the list of services and Packages offered by the Company.

Once You request for a service and the same has been accepted, Company will provide:

• You with a confirmation through the Website, and information regarding the Services and any other details the Company considers appropriate;
• Keep records of the Subscription Services availed;
• Remotely monitor any Service transactions using the Website; and
• Providing customer support for grievance redressal.

Except as expressly stated in these Customer Terms, the obligations of the Company are limited to (a) licensing the Website services to You; (b) managing and operating the Website and Services; (c) operating an online subscription platform facilitating the provision of Services to You; and (d) payment collection in respect of the Services provided to You.

4. Booking Confirmation

Where Your request for a Subscription has been accepted, You must check the subscription details on the confirmation provided by the website. If there are any incorrect details on the subscription Confirmation, You must contact the Website immediately by correcting Your booking details through your Account on the Website.

You are responsible for any delay that may be caused due to Your failure to check the subscription Confirmation or contact website immediately to correct the incorrect details if any.

5. Payment

Payment of the Services will be facilitated by a payment gateway and/or payment processing services provider appointed by the Company (the "Payment Processor"). The Payment Processor may be the Company, one of its related bodies corporate or an unrelated third party.

You will be required to provide relevant payment details including credit/debit card details ("Card Details") with the Payment Processor. Your authorisation:

• Permits the Payment Processor to debit or credit the bank account or debit/credit card account associated with Your payment details;
• Permits the Payment Processor to use Your Card Details for the processing of transactions initiated by You;
• Will remain in effect as long as You maintain an Account (and if You delete Your Card Details or Account, Company and the Payment Processor will not be able to process any further transactions initiated by You); and
• Is subject to any other terms and conditions of the Payment Processor specified through the Application or Services from time to time.

If any amount paid by You is fully or partially refundable for any reason, such amounts will be credited to Your Account within 15 business days.

Any payment processing-related issue not caused by an error or fault with the Website must be resolved by You and the relevant Payment Processor.

6. Feedback, Issues and Complaints

All feedback, issues and complaints are to be sent to the Company via: hello@outstrip.biz

7. Your Obligations

You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

If you are given a User ID, you must keep your User ID secure and:

• Not permit any other person to use your User ID, including not disclosing or providing it to any other person;
• Immediately notify us if you become aware of any disclosure or unauthorized use of your User ID;
• Not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System; and
• Unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

You must obtain our written permission to establish a link to our Website.

You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms.

8. Disclaimers

To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:

• The Website being unavailable (in whole or in part) or performing slowly;
• Any error in, or omission from, any information made available through the Website;
• Any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website; and
• Any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of those sites.

We make no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Website is not illegal or prohibited, and for your own compliance with applicable local laws.

9. Liability

To the maximum extent permitted by law:

• You access and use the Website at your own risk; and
• We are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Website, or your access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

10. Indemnification

You hereby indemnify to the fullest extent the Company from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney's fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

11. Privacy Policy

The Company collects, stores, processes and transfers personal information (including sensitive financial information) in compliance with the Privacy Policy and any applicable statutes and regulations relating to the protection of personal data.

Your Content: In these Website Standard Terms And Conditions, "Your Content" shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant the Company a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

The Company reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.

Any personal information you provide to us may be stored on the secure servers of our trusted service providers, which may be located outside The Republic of India. You have the right to request access to and correction of any of the personal information we hold about you. If you would like to exercise these rights, please email us at: hello@outstrip.biz

12. Intellectual Property Rights

The Website and all associated intellectual property rights ("IP") remain the property of the Company or its third-party licensors. Except as expressly stated, nothing in these Customer Terms grants the Customer any rights in or related to the IP.

The Customer must not:

• Copy, reproduce, modify, create derivative works of, decompile, reverse engineer, or attempt to derive the composition or underlying information of any IP;
• Breach, disable, tamper with, or develop any workaround for any security measure provided on the website and/or Application;
• Use any IP in a way that infringes or misappropriates a third party's intellectual property rights or moral rights;
• Distribute, disclose or allow use of any IP by any third party;
• Merge or combine any IP with any other technology not provided by the Company; or
• Remove any proprietary notice language on any copies of any IP.

Subject to compliance with these Customer Terms, the Company grants the Customer a limited, non-exclusive, personal, non-transferable licence during the term of these Customer Terms to use and access the Website on any Device that the Customer owns or controls.

The Customer is solely responsible for any content posted or transmitted through the Website ("Customer Content"). Customer must ensure that the Content is not unlawful and does not infringe any third party's rights, and Customer must not:

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, or unlawful material;
• Upload files that contain software or other material protected by intellectual property laws unless You own or control the rights thereto;
• Upload files that contain viruses, corrupt files, or any other similar software that may damage the operation of another computer;
• Download any file posted by another user that You know cannot be legally distributed;
• Falsify or delete any author attributions, legal or other proper notices;
• Deceive or mislead the addressee about the origin of a message; or
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

You grant the Company a worldwide, perpetual, royalty-free, transferable licence to use, copy, modify, adapt and commercially exploit Your Content for any purpose. You represent and warrant that You have the necessary rights to Your Content.

13. Force Majeure

Any delay in or failure to perform any obligations by a Party under these Customer Terms will not constitute a breach of these Customer Terms to the extent caused by acts of any government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, epidemics or other event beyond the reasonable control of that Party ("Force Majeure").

14. Termination

These Customer Terms continue until terminated in accordance with this clause.

You may terminate these Customer Terms at any time by closing Your Account or leaving the Website. You can close Your Account at any time by following the instructions on the Website.

The Company may terminate these Customer Terms with immediate effect upon notice to You if:

• Necessary to comply with any Applicable Law;
• You cease to satisfy the Eligibility Requirements; or
• You commit a breach (other than a trivial or inconsequential breach) of these Customer Terms that is not capable of remedy or (if capable of remedy) is not remedied within 4 Business Days after Company notifies You of the breach.

Upon termination of these Customer Terms for any reason:

• Your rights to use the Website will cease immediately, Your registration and Your Account will cease to apply, and the Company may block Your access to the Website;
• The Company will charge You all amounts due and owing at the date of termination; and
• The Parties must cease acting in a manner that would imply a continuing relationship between the Parties.

Clauses relating to Privacy, Intellectual Property Rights, Liability, Termination, and Governing Law and Dispute Resolution will survive termination of these Customer Terms together with any other terms which by their nature do so.

15. Notice

Any notices, requests and other communications required or permitted under these Customer Terms must be in writing and sent to the recipient Party. Notices to You will be sent by email or text message (SMS) to the email address or mobile number specified in the Account.

16. Entire Agreement

These Customer Terms constitute the entire agreement between the Parties in connection with the subject matter and will supersede all previous communications between the Parties.

17. Relationship of the Parties

Nothing in these Customer Terms is intended to constitute a fiduciary relationship or an agency, partnership or trust, and You have no authority to bind the Company, nor does the Company have any authority to bind You.

18. Governing Law and Dispute Resolution

These Customer Terms shall be governed by the law of the Republic of India.

In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration under the Indian Arbitration and Conciliation Act, 1996 including any amendments thereto. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys' fees and costs. Courts in Bangalore shall have exclusive jurisdiction with respect to the arbitration proceedings.

These Terms will be governed by and construed in accordance with the laws of the State of Karnataka and you submit to the non-exclusive jurisdiction of the courts located in Bangalore for the resolution of any disputes.

19. Amendments to These Customer Terms

The Company may amend the terms of these Customer Terms and shall keep you updated regarding such amendments.

You will be required to confirm Your acceptance of the amendments. However, if You do not agree to any such amendments, You may terminate these Customer Terms at any time prior to such amendments coming into effect.

We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, you agree to be bound by the changed Terms.

We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.

20. Miscellaneous

• Joint Ventures: The Company will be entitled to enter into any transaction whereby it acquires, merges with or enters into a joint venture with any other institution engaged in the business of providing similar services. These Customer Terms will continue to apply in the event of any such arrangement. You may terminate these Customer Terms at any time.
• Waiver: No failure or delay on the part of either Party exercising any right, power or privilege under these Customer Terms will operate as a waiver thereof.
• Assignment: Company shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
• Severability: Any provision that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions.
• No warranties: This Website is provided "as is," with all faults, and the Company makes no express or implied representations or warranties of any kind related to this Website or the materials contained on this Website.
• Rights cumulative: The rights, powers or remedies of a Party under these Customer Terms are cumulative and in addition to, and do not exclude or limit, any right, power or remedy otherwise provided at law or in equity.