1.1 This page sets out the terms and conditions (“Terms”) which govern your use of the Delivhr website (www.delivhr.com ) and all associated services (“Services”).
1.2 Delivhr and its Affiliates ("Delivhr") provide this Website and Services to you, your employees, agents, and contractors and any other entity on whose behalf you accept these terms (collectively “You”). Please read these Terms carefully before using the Website and/or Services. You expressly acknowledge that you have been advised of these Terms upon entering the Website and have had access to the same. If you do not agree to these Terms, then you are not authorized to continue use of the Website and/or Services. These terms and entered into by and between Delivhr and You, and You accept them by:
(a) registering on this Website;
(b) using the Website in any other manner; and/or
(c) acknowledging agreement with these Terms.
1.4 This Website includes without limitation:
(a) Cloud computing services, support services, and other on-line services accessible via the Website;
(b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and
(c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Delivhr controls and operates its Website from various locations and makes no representation that this Website is appropriate or available for use in all locations. Delivhr products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Delivhr for violations of these Terms.
2.1 You may obtain direct access via the Website to certain confidential information of Delivhr and its suppliers, including without limitation technical, contractual, product, program, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence and You shall not be entitled to disclose Confidential Information to any third party except as provided in this Clause 3 hereunder. Title to Confidential Information remains with Delivhr at all times.
2.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Delivhr's written request, You must cease use of Confidential Information and return or destroy it.
2.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence:
(a) You possessed prior to Your receipt from Delivhr, without an obligation to maintain its confidentiality;
(b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms;
(c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential;
(d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or
(e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Delivhr adequate to afford Delivhr the opportunity to object to the disclosure.
3.2 Whilst Delivhr reserves the right to monitor, restrict access to, edit or remove any Content that You may post via the Website, Delivhr does not undertake to do the same. You are entirely responsible for the Content posted by You and Your usage of the Website and Delivhr cannot be held liable for any claims, loss or damages arising out of or relating to the same.4.DELIVERY OF EMAIL
Delivhr will attempt to deliver all of the email that is addressed to Your email address on Delivhr's Services. However, the nature of email is such that Delivhr cannot guarantee delivery of such email.5.INDEMNITY
You agree to indemnify and hold Delivhr and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, Your violation of any rights of another, or Your violation of the law.6.NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
6.1 Delivhr may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Delivhr reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to Website and/or Services, with or without notice. Delivhr may also delete, or bar access to or use of, all related Information and files. Delivhr will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information.
6.2 Delivhr may amend these Terms at any time by posting the amended terms on this Website. By continuing to access or use the Website and/or Services after Delivhr has amended these Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Website and the Services.
Delivhr may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Delivhr found on or through the Website, are solely between You and such advertiser. Delivhr is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Delivhr advertisers on the Website.8.CONTENT PROVIDED VIA LINKS
You may find links to other internet sites or resources on the Website. You acknowledge and agree that Delivhr is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Delivhr will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.9.INTELLECTUAL PROPERTY RIGHTS
9.1 Except as expressly authorized by Delivhr or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Delivhr discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
9.2 "Delivhr Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Delivhr uses in connection with its products and services. You shall not remove or alter any Delivhr Trademarks, or co-brand your own products or material with Delivhr Trademarks, without Delivhr's prior written consent. You acknowledge Delivhr's rights in Delivhr Trademarks and agree that any use of Delivhr Trademarks by You shall inure to Delivhr's sole benefit. You agree not to incorporate any Delivhr Trademarks into Your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.
9.3 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Delivhr on this Website provided that:
(a) the use of such Content is solely for personal and non-commercial use;
(b) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and
(c) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.3. Upon termination, You must immediately destroy any downloaded and/or printed Content.
10.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENTIS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. DELIVHR DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. DELIVHR MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.
10.2 DELIVHR MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
10.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.11.LIMITATION OF LIABILITY
11.1 TO THE FULL EXTENT PERMITTED BY LAW, DELIVHR IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS WEBSITE AND/ OR SERVICES, EVEN IF DELIVHR HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT REPRESENTATIONS; OR (c) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
Delivhr represents and warrants that all the software, applications and tools used by Delivhr in the development and operation of the Website (a) do not infringe on the intellectual property rights of any third party or any rights of publicity or privacy, (b) do not violate any law, statute, ordinance or regulation, and (c) are in compliance with the licenses granted by the developers/ owners of such software/ applications/ tools for the use of the same with respect to the Website.14.GENERAL TERMS
14.1 The Terms constitute the entire agreement between You and Delivhr relating to the subject matter, and cancel and supersede any prior versions of the Terms. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Delivhr or third-party products or services.
14.2 You agree that any material breach of Sections 2, 3, 4, 6, and 10 of the Terms will result in irreparable harm to Delivhr for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Delivhr will be entitled to equitable relief, if such a breach occurs.
14.3 These Terms shall be construed in accordance with the laws of India and any dispute arising between You and Delivhr shall be submitted to arbitration in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by both parties. Subject to the foregoing, You agree to submit to the exclusive jurisdiction of Courts at Chennai, Tamil Nadu, India.
14.4 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
14.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.