Terms and Conditions
1. About this Agreement
- For you information – “Prototion” is a product owned by
“Skynox Tech Private Limited”
Please read this Agreement carefully. By clicking on the “Create Account” button during the Account registration process, completing a transaction using the Platform, browsing prototion.com, you represent that (1) you have read, understand, and agree to be bound by this Agreement; (2) you are of legal age to form a binding contract with Skynox Tech Pvt. Ltd.; and (3) you have the authority to enter into this Agreement as yourself or on behalf of a Principal (as defined in Section 3.1.1) and to bind such Principal to this Agreement. If you do not agree with the terms of this Agreement, please do not use the Platform any further.
2. Grant of License to Use the Platform
Skynox Tech Pvt. Ltd. grants you, and you accept, a non-exclusive, personal, non-transferable limited license to access and use the Platform, subject to your full compliance with the terms and conditions of this Agreement.
3. Account Creation and Management
3.1 General Account Creation. Certain features and functionalities of the Platform may require you to create a Prototion account (the “Account”). In establishing an Account, you agree to provide only true, accurate, current and complete information about yourself (or your Principal; see below) and to update such information as necessary to maintain its truth and accuracy.
3.1.1 Registration on Behalf of Principal. In the event you create an Account as an agent acting on behalf of a business, employer or third party because, you represent and warrant that you have the authority to do so (e.g., you are an authorized employee or agent (collectively, the “Agent”) of such business, employer or third party (collectively, the “Principal”). In creating an Account on behalf of a Principal, you (as Agent) agree to provide such Principal’s full legal name and any applicable fictitious business name(s) (including the proper trade names or “doing business as” names). In all such cases where an Agent creates and/or uses an Account for the Principal, the Agent agrees and acknowledges that he/she undertakes all such activities on behalf of the Principal, and that the Principal shall be the party to this Agreement for all purposes, regardless of whether the Agent had the proper authority to create the Account, maintained the Account, and/or transferred the Account to another Agent. Accordingly, only the Principal is entitled to any rights, remedies or benefits under this Agreement and only the Principal may control or direct the Account and all information related thereto; the Agent does not acquire or retain any personal rights with respect to such Account. The Principal is likewise subject to all of the covenants, restrictions, limitations, representations, warranties, waivers and releases included in this Agreement.
Furthermore, you hereby represent and warrant that you (as the Agent): (i) may be held liable by and to Skynox Tech Pvt. Ltd. for any misrepresentation made by you in connection with your registration for and use of the Account; (ii) may be held liable by and to the Principal; and (iii) may be held liable by law enforcement, governmental authority or court order. You (as Agent) agreement to indemnify, defend, and hold harmless Skynox Tech Pvt. Ltd. for any breach of the representations, warranties, and covenants contained in this Section 3 in accordance with Section 15 (Indemnification) of this Agreement.
3.2 Account Management. Ultimately, the Principal is responsible for all activities that occur under the Account, including, but not limited to, Account and password management, and neither Principal nor Agent will agree to sell, transfer or assign the Account or any Account related rights without the express written consent of Skynox Tech Pvt. Ltd. You are also responsible for maintaining the privacy and security of your network settings and systems to ensure that all sensitive or confidential information originating from your systems is properly transmitted and handled.
3.3 Stripe Connected Account Agreement. Some payment processing services made available through the Platform to certain Users are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”). By agreeing to this Agreement, you also agree, to the extent applicable, to be bound by the Stripe Services Agreement (which may be modified from time to time by Stripe). As a condition of Skynox Tech Pvt. Ltd. enabling payment processing services through Stripe, you agree to provide only true, accurate, current and complete information about yourself (or your Principal; see above) and to update such information as necessary to maintain its truth and accuracy. You also authorize Skynox Tech Pvt. Ltd. to share such information and other transaction information related to your use of the payment processing services provided by Stripe.
4. Prototion Services
Upon creation of an Account, Prototion will provide you access to the Prototion Supplier service.
4.1 Prototion Supplier. The Prototion Supplier service allows you to promote, market or advertise (“Promote”) your Digital Goods and sell, distribute or provide (“Deliver”) such Digital Goods to a third party purchaser (a “Buyer”).
With respect to the Skynox Tech Pvt. Ltd. Supplier, Skynox Tech Pvt. Ltd. may require, and you agree to promptly furnish, additional information from you, including, but not limited to, tax identification number, social security number, identity verification, taxpayer information, or other information as the case may be. Failure to promptly provide such additional information to Skynox Tech Pvt. Ltd. may result in Account suspension and/or termination pursuant to Section 8.
5. Fees, Balance Redemption, Taxes, and Conversion
5.1 Fees. Skynox Tech Pvt. Ltd. does not assess or collect “listing” or “insertion” fees, but will assess and collect a per transaction fee (the “Skynox Tech Pvt. Ltd. Fee”) equivalent to 20% multiplied by the sum of (the Retail Price plus applicable shipping and handling fees), plus $0.25 USD. The details of the fees with respect to Digital Goods are as follows:
5.1.1 Digital Goods. With respect to your Digital Goods, you may upload a digital file (including, but not limited to, .mp3, .pdf, .png, .jpeg files) to the Platform and Promote the Digital Good at a retail price determined by you, in your sole and absolute discretion (the “Retail Price”). Upon receiving a Buyer’s offer to purchase the Digital Good, Skynox Tech Pvt. Ltd. will immediately undertake technological efforts to digitally duplicate the Digital Good (with the result, the “Digital Duplicate”) and purchase such Digital Duplicate from you at a price equivalent to the Retail Price minus the Skynox Tech Pvt. Ltd. (the resulting amount, the “Wholesale Price”). The Wholesale Price will be paid to you and accumulate as part of your balance (the “Balance”). Upon purchase of the Digital Duplicate from you, Skynox Tech Pvt. Ltd. takes legal custody of the Digital Duplicate and agrees to sell the Digital Duplicate to the Buyer at the Retail Price plus any applicable Value Added Tax that may be required (see Section 5.3).
5.2 Balance Amount in Prototion Account
5.2.1 Prototion Supplier Balance Amount Terms. For a Prototion Supplier Account, We “Skynox Tech Pvt. Ltd. will pay the amount at the end of each month for all sales completed up to end of that month. The Supplier Pay Period ends at every month’s last business day, as determined solely by the date-/timestamp of Skynox Tech Pvt. Ltd.’s system. You may access information regarding your balance in your prototion account. In most cases, a deposit initiated by a us may take up to two (2) business days to reach your bank account; provided, however, that payments may be temporarily delayed or withheld in by Skynox Tech Pvt. Ltd. in certain cases pursuant to Section 7.
5.3 Taxes. The purpose of this section is to highlight some of the more important taxation issues that you will need to consider if you are using our platform. You agree to be solely responsible and liable for the proper administration, imposition, collection, reporting, and remitting of all applicable taxes. We emphasise that this information is not intended and should not be used as legal advice. If you are unsure as to your tax responsibilities then you should seek advice from experts on this subject.
5.3.1 Direct Taxation. It is your personal responsibility to disclose your earnings to your relevant tax authority and you must ensure that you are paying the correct amount of tax. This is particularly relevant for users who are operating as a business.
5.4 Conversion. Skynox Tech Pvt. Ltd. will calculate and render a converted exchange rate in United States Dollar (USD), regardless of whether you listed the Retail Price of your Digital Good in a currency other than USD. All transactions, regardless of Digital Good will settle in USD, and, accordingly, your Balance will be denominated and redeemable only in USD. Skynox Tech Pvt. Ltd. cannot and does not guarantee the accuracy of the exchange rates displayed due to the fluctuating nature of market rates. Accordingly, Skynox Tech Pvt. Ltd. recommends that you confirm current rates before engaging in any transactions on the Platform.
6. Use of the Platform.
When you use the Platform, you assent that:
6.1 You will not, or attempt to, make any unlicensed or unauthorized use of, or otherwise infringe violate or misappropriate, any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right (collectively, “IP Rights”) of any entity or individual, including, without limitation, incorporating any original, variation or misspellings of any third-party trademarks, service marks, creative assets, or other brand identifiers without proper authorization;
6.2 You will not, or attempt to, Promote or Deliver Digital Goods that: (i) violates, or may violate, the rules or policies of Card Networks or payment partners; (ii) is listed as Prohibited Products and Activities; (iii) constitutes illegal activity or is illegal; (iv) promotes or encourages discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (v) targets, or intends to distribute to, children under the age of thirteen (13) years old; (vi) or is abusive towards other people;
6.3 You will not, or attempt to, defame or impersonate any entity or person, including, without limitation, copying the “look and feel” of any third-party website or branding, or conveying or implying that you are operating a third-party website or entity;
6.4 You will not, or attempt to, probe, exploit, disable, avoid, deactivate, remove, circumvent, crawl, scan, penetrate, or test the integrity and vulnerability of the Platform in any manner, including any client or server machine, or other security or authentication measures and safeguards;
6.5 You will not, or attempt to, disassemble, reverse engineer, or decompile any part of the Platform;
6.6 You will not, or attempt to, embed, insert, include, or disseminate any viruses or other harmful, or potentially harmful, data or technology into or through the Platform, including, without limitation, for the purposes of disrupting, damaging, or interfering with the Platform and/or other users of the Platform;
6.7 You will undertake best efforts to ensure that all communications and/or representations you make in connection with your Digital Good(s) will: (i) be accurate and contain all disclosures and disclaimers necessary to prevent such communications and/or representations from being false, deceptive, or misleading; and (ii) otherwise comply with all applicable laws, regulations, advisories, and policies related to consumer protection;
6.8 You will promptly: (i) respond to inquiries from Skynox Tech Pvt. Ltd.; (ii) notify Skynox Tech Pvt. Ltd. of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or in relation to a Digital Good and (iii) in connection with (ii) directly above, assist, at your sole cost and expense, in taking any appropriate or necessary actions reasonably requested by Skynox Tech Pvt. Ltd. to respond to and/or resolve such complaints; and
6.9 You will comply with all applicable laws, regulations, court orders, third party rights, applicable industry requirements (including, but not limited to, any and all applicable provisions of the Visa International Operating Regulations, MasterCard Merchant Rules, and PCI compliance standards), and any Skynox Tech Pvt. Ltd. policy or standard that may be issued from time to time.
6.10 In the event you Promote or Deliver Digital Goods that contain personal information of any other individual, you must have provided any such notice to data subjects that may be required under applicable law and, to the extent required under applicable law, established a legal basis for your use of such personal data.
7. Availability of Services, Suspension and Termination
Subject to the terms and conditions of this Agreement and Skynox Tech Pvt. Ltd.'s policies and procedures, Skynox Tech Pvt. Ltd. shall use commercially reasonable efforts to provide the Platform in a manner that will not disrupt your business. You acknowledge and agree that from time-to-time, the Platform may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the reasonable control of Skynox Tech Pvt. Ltd. or that are reasonably unforeseeable by Skynox Tech Pvt. Ltd., including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Skynox Tech Pvt. Ltd. is not liable for interruptions to the availability of the Platform and further acknowledge that Skynox Tech Pvt. Ltd. does not guarantee access to the Platform on a continuous and uninterrupted basis.
Skynox Tech Pvt. Ltd. may decline, remove or halt sales of any Digital Good suspend or terminate an Account, and/or suspend or terminate the Platform at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.
Skynox Tech Pvt. Ltd., in its sole discretion, may suspend or terminate your Account(s), or retain any or all funds in your Balance, if Skynox Tech Pvt. Ltd. suspects or has reason to believe and/or if a person otherwise claims that you have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to Skynox Tech Pvt. Ltd. at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event you breach any term of this Agreement, or your Account becomes dormant and/or has a negative Balance, Skynox Tech Pvt. Ltd. will have the right to immediately suspend or terminate your Account and your rights to access, use and/or otherwise participate in the Platform. Upon such termination, you agree to immediately cease all use of the Platform. Without limiting the foregoing, Skynox Tech Pvt. Ltd. shall have the right to immediately terminate your access and use of the Platform, or any portion thereof, in the event of any conduct that Skynox Tech Pvt. Ltd., in its sole discretion, considers unacceptable. Following suspension or termination of an Account or retaining of funds pursuant to this Section, Skynox Tech Pvt. Ltd. will review your Account in a manner determined by Skynox Tech Pvt. Ltd. in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, you agree that Skynox Tech Pvt. Ltd. may retain funds in your Skynox Tech Pvt. Ltd. Account as liquidated damages and/or for the benefit of Skynox Tech Pvt. Ltd. or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (i) are not a penalty, and (ii) are reasonable and not disproportionate to such presumed damages to Skynox Tech Pvt. Ltd.
Skynox Tech Pvt. Ltd. may temporarily withhold any portion of the funds in your Account if Skynox Tech Pvt. Ltd., in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness you may have incurred with Skynox Tech Pvt. Ltd. or any Buyer.
8. Marketing Restrictions
8.1 CAN-SPAM Act. If you send emails, directly or indirectly, in connection with any Digital Good, then you agree, acknowledge, represent and warrant that all such emails, and procurement of email addresses thereto, shall be in compliance with all applicable federal, state, and international laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act and the Children's Online Privacy Protection Act.
8.2 Telephone Consumer Protection Act. If you send, initiate or procure a “call” (as that term is defined by the Telephone Consumer Protection Act), directly or indirectly, in connection with any Digital Good, you agree, acknowledge, represent and warrant that you have obtained all necessary consents and authorizations under, and will be in full compliance with, applicable laws and regulations, including without limitation regulations issued by the Federal Trade Commission, Federal Communications Commission, and state laws related to anti-spam, text messages and Do-Not-Call Registries.
9. Prototion's IP Rights
Except as expressly permitted by Section 9.1 below, you may not use Prototion's name, trademarks, service marks or any other IP Right of Prototion in any manner whatsoever to suggest association or affiliation with or endorsement by Skynox Tech Pvt. Ltd. without the express prior written consent of Skynox Tech Pvt. Ltd., which Skynox Tech Pvt. Ltd. may withhold at its sole discretion.
9.1 Permissible Uses of Prototion IP Right. Subject to the following terms and conditions, Skynox Tech Pvt. Ltd. grants you a limited, revocable license to use Prototion's name pursuant to the following usage guidelines (and other expressly permitted guidelines, as may be the case in the future) in connection with such use: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; and (ii) in metatags or hidden text, in each case solely for the purpose of driving traffic to the Platform to Promote your Digital Good. Skynox Tech Pvt. Ltd. may revoke the foregoing license and/or provide restrictions upon your use of Prototion's name, including requiring the use of such disclaimers as Skynox Tech Pvt. Ltd. may provide, in connection with your use of Prototion's name, at any time and for any reason in Skynox Tech Pvt. Ltd.'s sole discretion.
9.2 Reservation of Rights. Notwithstanding the limited revocable license in Section 9.1, as between the parties, Skynox Tech Pvt. Ltd. shall be and remain the sole owner of all right, title and interest in and to the Platform (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Skynox Tech Pvt. Ltd., and you hereby assign to Skynox Tech Pvt. Ltd. all right, title and interest you may be deemed to have therein. Accordingly, any use of the IP Right of Prototion shall inure to the exclusive benefit of Skynox Tech Pvt. Ltd. All rights not specifically granted to you under this Agreement are expressly reserved by Skynox Tech Pvt. Ltd..
10. Confidentiality and Non-disclosure Obligations; Privacy
10.1 In connection with this Agreement, Skynox Tech Pvt. Ltd. may disclose to you and/or you may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Skynox Tech Pvt. Ltd. (collectively, “Confidential Information”). Except as required to perform your obligations under and in accordance with the terms of this Agreement, you shall not disclose or use the Confidential Information, without the express prior written consent of Skynox Tech Pvt. Ltd.. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Users to subscribe to any other services or promote the sale of any products that compete, either directly or indirectly, with Skynox Tech Pvt. Ltd. or the functionality and services offered by the Platform. You agree and acknowledge that Skynox Tech Pvt. Ltd. may be required to provide to governmental agencies or other third parties information in its possession regarding you or the business you conduct with Skynox Tech Pvt. Ltd. or via the Platform.
10.3 In the event you Promote or Deliver Digital Goods through the Platform, you agree to provide any such disclosures as may require by applicable law pertaining to your privacy and/or data protection policy and practices, including, to the extent required, disclosures that adequately describe your use of the Platform.
10.4 You agree that when you collect personal information about buyers through the Platform, including in connection with a purchase, you must provide the buyer a chance to remove themselves from your database and a chance to review what information you have collected about them. In addition, you agree that you will use personal information you receive through the Platform only for: Prototion transaction-related purposes that are not unsolicited commercial messages; using services offered through Prototion (such as shipping and fraud complaints), or other purposes that a User expressly chooses.
10.5 You acknowledge and agree that when you use the Platform to send emails, we may automatically scan and may manually filter messages to check for spam, viruses, phishing attacks and other malicious activity or illegal or prohibited content, and we do not permanently store messages sent through these tools. If you send an e-mail to an e-mail address that is not registered in our community, we do not permanently store that e-mail or use that e-mail address for any marketing purpose. We do not rent or sell these e-mail addresses.
11. PCI DSS Applicability and Requirement
Skynox Tech Pvt. Ltd., to the extent it is a Service Provider (as that term is defined and/or used by the then-current Payment Card Industry (PCI) Data Security Standard v3.0), shall be responsible for the security of cardholder data, which may include primary account number (PAN), cardholder name, expiration date, and service code, it possesses or otherwise stores, processes, or transmits.
12. Required Permits
It is your sole responsibility to obtain and maintain all applicable consents, licenses and permits required for the operation of your business.
In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (each, a “Claim”) in connection with your use of the Platform, including without limitation your activities to Promote and/or Deliver Digital Goods, you shall defend, indemnify and hold harmless Skynox Tech Pvt. Ltd., its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (each, a “Skynox Tech Pvt. Ltd. Party”; and collectively, the “Skynox Tech Pvt. Ltd. Parties”), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, litigation, and reasonable attorneys' fees and costs) (“Losses”) incurred by any Skynox Tech Pvt. Ltd. Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
Upon receiving notice of a Claim for which Skynox Tech Pvt. Ltd. is entitled to indemnification by you, Skynox Tech Pvt. Ltd. shall provide you with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Skynox Tech Pvt. Ltd. will require Skynox Tech Pvt. Ltd.'s prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve you of your indemnification obligations; and (iii) Skynox Tech Pvt. Ltd. may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Skynox Tech Pvt. Ltd.'s own expense, unless you fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case you shall pay all expenses related to Skynox Tech Pvt. Ltd.'s use of such counsel.
In the event that Skynox Tech Pvt. Ltd. incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to your Digital Goods (or your activities to Promote and/or Deliver thereto), including copyright infringement complaints under the DMCA (see below), Skynox Tech Pvt. Ltd. reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to you by Skynox Tech Pvt. Ltd. up to a maximum of ten thousand dollars ($10,000) per event. In the event that Skynox Tech Pvt. Ltd. incurs any Losses relating to your violation of Section 9 (Marketing Restrictions) above, Skynox Tech Pvt. Ltd. reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to you by Skynox Tech Pvt. Ltd. up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Skynox Tech Pvt. Ltd. retains all rights to indemnification described herein. You authorize Skynox Tech Pvt. Ltd. to make, and release Skynox Tech Pvt. Ltd. from any liability in connection with, any such deductions.
14. Limitation of Liability
In no event shall any Skynox Tech Pvt. Ltd. party, or its heirs, successors and assigns, be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever arising out of, resulting from, or in connection with this agreement and/or any (a) use of or inability to use the platform, (b) personal injury, property damage, or losses of any kind, resulting from your access to and/or use of the platform, (c) unauthorized access to or use of any and all personal information and/or financial information stored therein, (d) interruption or cessation of transmission to or from the platform, and/or (e) bugs, viruses, trojan horses, or the like, which may be transmitted to or through the platform, whether or not Skynox Tech Pvt. Ltd. is advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the maximum cumulative and aggregate liability of Skynox Tech Pvt. Ltd. for all costs, losses or damages from claims arising under or related in any way to this agreement, whether in contract, tort or otherwise, shall not exceed an amount equal to the total amounts due and payable by Skynox Tech Pvt. Ltd. to you under this agreement for the month immediately preceding the date upon which such damages accrue. The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The platform, and any services or information offered through or in association with the platform, would not be provided without such limitations and you agree that the limitations of liability and disclaimers specified herein will survive and apply even if found to have failed of their essential purpose. Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages, in such jurisdictions, you agree that the liability of Skynox Tech Pvt. Ltd. shall be limited to the fullest extent permitted by such jurisdiction.
15. No Guarantee of Validity
Skynox Tech Pvt. Ltd. does not endorse, approve, or certify any information provided on or through the Platform, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Platform may or may not be current as of the date of your access, and Skynox Tech Pvt. Ltd. has no duty to update and maintain such information. Additionally, the information provided on or through the Platform may be changed periodically without prior notice. All content provided on or through the Platform is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. If you have a dispute with one or more users, including any users that has purchased items from you as a Buyer or any user from whom you have purchased a Digital Good, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM. YOU UNDERSTAND THAT SKYNOX TECH PVT. LTD. DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM.
SKYNOX TECH PVT. LTD. MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE OBTAINED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
17. Legal Disputes
If a dispute arises between you and Skynox Tech Pvt. Ltd., our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and Skynox Tech Pvt. Ltd. agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly by email at [email protected] to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
This Agreement shall be governed in all respects by the laws of the State of Haryana as they apply to agreements entered into and to be performed entirely within Haryana between Haryana residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Skynox Tech Pvt. Ltd. must be resolved exclusively by a state, Haryana, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost- effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction
All claims you bring against Skynox Tech Pvt. Ltd. must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, Skynox Tech Pvt. Ltd. may recover attorneys' fees and costs up to $1,000, provided that Skynox Tech Pvt. Ltd. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
18. Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on or through the Platform, please notify Skynox Tech Pvt. Ltd.’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Skynox Tech Pvt. Ltd. to locate the material;
- Information reasonably sufficient to permit Skynox Tech Pvt. Ltd. to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party must be contacted;
- A statement that the complaining party has 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
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted to the following address:
Skynox Tech Pvt. Ltd.,
Attention: Skynox Tech Pvt. Ltd. Copyright Agent
732, Sector 82,JLPL,
Only DMCA notices mailed to the address above or emailed to [email protected] will be accepted. All other inquiries or requests will be discarded. Upon receiving a complaint related to copyright infringement, Skynox Tech Pvt. Ltd. may remove the content identified as being infringing. In addition, Skynox Tech Pvt. Ltd. may, but is under no obligation to, terminate the Account of the party that appears to be the infringer.
The following Sections survive any termination of this Agreement: 1, 3.1.1, 4, 5.1, 5.3, 6.9, 6.10, 7.2, 8, 10, 11, and 14 through 33.
20. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
21. Governing Language
This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Skynox Tech Pvt. Ltd. are for informational purposes only and it is your obligation to obtain independent legal advice at your own expense to ensure you understand the terms of this Agreement.
Skynox Tech Pvt. Ltd. may freely assign or transfer any or all of the rights and obligations described in this Agreement, or this Agreement in its entirety in connect with a merger, acquisition, or sale of assets or by operation of law or otherwise. You may not assign this Agreement or any of your rights and duties hereunder without the prior written consent of Skynox Tech Pvt. Ltd.. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Prototion's name or referencing the Platform; or (iii) suggesting or implying any endorsement by Skynox Tech Pvt. Ltd. of you and/or any Digital Goods without the prior written approval of Skynox Tech Pvt. Ltd., which Skynox Tech Pvt. Ltd. may withhold in its sole discretion.
25. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter.
The waiver or failure by Skynox Tech Pvt. Ltd. to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Skynox Tech Pvt. Ltd. set forth in this Agreement are cumulative and are in addition to any rights or remedies Skynox Tech Pvt. Ltd. may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
27. quitable Actions
You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Skynox Tech Pvt. Ltd. which would not be adequately compensated by monetary damages and that Skynox Tech Pvt. Ltd. may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Haryana or any other court of competent jurisdiction anywhere in the world (at Skynox Tech Pvt. Ltd.'s sole discretion), and, you hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
28. Force Majeure
Neither you nor Skynox Tech Pvt. Ltd. shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (a) actual receipt, irrespective of the method of delivery; (b) the time of transmission from Skynox Tech Pvt. Ltd. if sent via email, as date stamped by Skynox Tech Pvt. Ltd.'s systems; (c) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (d) on the sixth (6th) day after mailing by registered or certified India post mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
Notices to Skynox Tech Pvt. Ltd. shall be delivered to:
Skynox Tech Pvt. Ltd.,
732, 2nd floor,
Sector 82, JLPL,
The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Any graphics or annotations provided in connection with this Agreement are for illustration purposes only and do not constitute part of the Agreement and changing a graphic does not qualify as a change to this Agreement. The list of Prohibited Products and Activities is separately maintained, and modifications thereto will not qualify as a change to this Agreement.