SCOPE

Asera Technologies Private Limited, a private limited company incorporated under the Indian laws and which operates under the brand name of “extraa” (hereinafter “Asera”/ “We”/ “Us”/ “Our”) that interalia facilitates businesses (“Retailers”) in the collection of feedback/comments from such Retailer’s customers (“Customers”) using the quick response code (“QR Code”) developed by Asera in a manner wherein Asera shall install the relevant placards/standees/stickers (installed at the relevant Retailer’s outlet) displaying the QR Code for the Customers to scan and provide the feedback on the Retailer and Asera shall thereafter pass-on the feedback/comments to the relevant Retailer (“Services”).  Such Services shall be linked to and rendered vide Asera’s website at [●] (“Website”) or through web-based applications (“Application”) that are made available to the Retailers and the Customers, as the case may be (“User/You”) from time to time. The Website and Application shall be collectively referred to as “Platform”.

This document describes and governs the terms and conditions (“Terms”) with respect to the Services offered by Asera. Please note that Asera reserves the right to revise these Terms at any point in time. Your continued use of the Platform or Services following the posting of changes to these Terms will mean you accept those changes. If you do not agree with any of the Terms, you must not continue to use the Platform. Asera reserves the right, in its sole discretion, to determine if you have violated the Terms and to take any action it deems appropriate. You acknowledge that Asera shall have the right to terminate Your access to the Platform or Services for violations of any of these rules, including infringement of copyrights.

If You are a Retailer, the following terms shall be applicable to You –

1. Accessing the Platform

1.1   It shall be your responsibility to ensure that you have made all necessary arrangements in order to facilitate Customer’s access to the Platform. We shall not be responsible for any charges/fees/costs incurred by Retailer or Customer for any reason whatsoever. You are responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and the other applicable terms and conditions/policies mentioned, and comply with them.

1.2   By accessing this Platform, you hereby represent and warrant that:

–          You have the lawful authority and capacity to contract and be bound by these Terms;

–          You will comply with all applicable laws and regulations in the access and usage of the Platform.

–          It is duly incorporated and functioning as under applicable and relevant laws and it shall remain fully compliant with applicable laws of India during the duration of availing of Services from Asera.

1.3  These Terms are subject to change at any time without notice. To make sure you are aware of any changes, please review these Terms periodically. Continued use of the Platform after any such changes shall constitute your consent to such changes.

2. Use of Services and/or the Platform

2.1  Asera grants you a limited, non-exclusive, non-transferrable and non-sub licensable right to use the Platform, solely for your own commercial use, subject to these Terms and other policies as mentioned herein. Your access and use of the Platform shall be subject to the following representations and warranties:

(a)  You may only access the Platform using authorized and lawful means;

(b)  You may access the Platform and use the Services only for the specific limited purpose as agreed to between You and Asera;

(c)  We shall not be liable for any failure or default on Your part in obtaining access to the Platform on account of any failure or delay by you to comply with any registration/onboarding processes as mandated by Asera for such access of the Platform or due to any other reasons whatsoever;

2.2  The configuration and or setting up of the devices for access to the Platform at the retail outlets of the Retailer shall be the responsibility of Asera. Post such setting up, You shall be solely responsible for the maintenance and proper functioning of the devices. In the event that any damage is caused to the device, other than a manufacturing defect, costs and expenses arising from the same shall be solely borne by You. 

2.3  In the event that an issue arises with the functioning or use of the devices installed in Your retail outlets, You shall immediately report the same to Asera and ensure that appropriate action is taken to remedy the same, with Our prior consent.

2.4  You will not take any action that interferes with, degrades or adversely affects Asera and/or the Platform.

2.5  You will not use the Platform in a manner that: (i) is prohibited by any law or regulation, or facilitates the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use; (iii) will violate or tamper with the software, functioning, or security of the Platform.

2.6  You will not use the Platform, or any portion thereof, to transmit, publish, post, upload, distribute or disseminate any inappropriate, harassing, abusive, defamatory, libelous, obscene, illegal or deceptive content.

2.7  You will not attempt to gain unauthorized access to any information connected to the Platform/Services other than the information that is specifically shared with you by Us, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, through hacking, or any other means, or obtain or attempt to obtain through any means any materials or information which is intentionally not made available to you.

2.8  You shall be solely responsible for: (i) procuring and maintaining your network connections and telecommunications links, and (ii) all problems, conditions, delays, or failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

If you are a Customer, the following terms shall be applicable to you –

3. Accessing of the Platform

3.1  By accessing the Platform at a Retailer’s outlet, You hereby agree that you are aware of and comply with these Terms and other applicable Terms and conditions/policies mentioned herein.

3.2  By accessing and using the Platform, you represent and warrant that:

(i)     You are at least 18 years old;

(ii)     You have the lawful authority and capacity to contract and be bound by these Terms;

(iii)    If you are accepting these Terms on behalf of a company, limited liability partnership or other legal entity, you have the authority to bind such entity to these Terms and, in such event, “you” and “your” as used in these Terms shall refer to such entity; and

(iv)    You will comply with all applicable laws and regulations.

3.3  These Terms are subject to change at any time without notice. To make sure you are aware of any changes, please review these Terms periodically. Continued use of the Platform after any such changes shall constitute your consent to such changes.

4. Use of Services and/or the Platform

4.1  Asera grants you a limited, personal, non-exclusive right to use the Platform, solely for your own personal use of the Services, subject to these Terms. Your access and use of the Platform shall be subject to the following representations and warranties:

(a)  You may access and use the Platform only as a Customer of any Retailer;

(b)  You may only access the Platform using authorized and lawful means;

(c)  We shall not be liable for any failure or default to provide access to the Platform on account of any failure or delay to such access caused by the Retailer at the respective store locations.

4.2  Asera collects, stores, processes and uses your information in accordance with its Privacy Policy available at [•] (“Privacy Policy”). By using the Platform and/or availing the Services, you will be required to provide your Personal Information (as defined in the Privacy Policy).

4.3  You will not take any action that interferes with, degrades or adversely affects Asera and/or the Platform.

4.4  You will not use the Platform in a manner that: (i) is prohibited by any law or regulation, or facilitates the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use; (iii) will violate or tamper with the security of the Platform.

4.5  You will not use the Platform, or any portion thereof, to transmit, publish, post, upload, distribute or disseminate any inappropriate, harassing, abusive, defamatory, libelous, obscene, illegal or deceptive content.

4.6  You will not attempt to gain unauthorized access to any information connected to the Platform/Services, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, through hacking, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available to you.

INTELLECTUAL PROPERTY RIGHTS

1. The trademarks, service marks, and logos used and displayed by Asera, in any manner on the Platform, devices or any content are Asera’s registered or unregistered proprietary rights worldwide, fully and solely owned by Asera. Further the trademarks, service marks, brand names, logos, taglines, etc. used and displayed belonging to the Retailer are solely owned by such Retailers, only used on the Platform for the limited purpose of displaying the same.

2. Such propriety trademarks or logos belonging to Asera are protected pursuant to applicable laws. All rights are reserved and You may not alter or obscure such proprietary mark or name or logos.

3. All legal rights including intellectual property rights, title and interest in and to the Platform including but not limited to user interface and the applications and codes used to implement the Platform, Services etc. vests with Asera. The Platform contains proprietary and confidential information. You hereby agree that you shall not use such proprietary information and other materials provided or used by the Platform, in any way whatsoever except for use of the Platform and the Service in accordance with these Terms. No portion of the Platform shall be reproduced in any form by you.

INDEMNIFICATION

By accepting these Terms  and using the Platform and availing the Services, You hereby agree that You shall defend, indemnify and hold Asera, its directors, employees, shareholders, officers and other representatives harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including (i) Your violation or breach of these Terms  any applicable law or regulation; (ii) any loss or injury to Asera’s representatives resulting from or attributable to Your acts or omissions; (iii) misuse of the Platform by You; (iv) Your violation of any rights of any third party; or (vi) any and all third-party claims based upon (A) the content of any content transmitted by You; and/or (B) transactions undertaken by You.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, Asera shall provide the information relating to the Services without warranties, guarantees or representations. Asera shall assume no responsibility and shall not be liable for any loss or damage which may affect your computer equipment, device or other equipment/property arising out of your use of the Platform or access to or browsing of the Platform.

Under no circumstances will Asera be liable to you for any damages whatsoever (including, without limitation, incidental, reliance, or consequential, or special damages whether or not foreseen, lost profits, or damages resulting from lost data or business interruption) on account of Your use, misuse, or reliance on the information relating to Services, provided on the Platform. This limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising from any claim relating to this Terms or the subject matter hereof, whether such claim is based on warranty, contract, tort (including negligence), or otherwise any other legal theory even if Asera has been advised of the possibility of such damages.

We explicitly disclaim any and all liability for any the following:

(a)  errors, mistakes or inaccuracies of the content displayed on the Platform;

(b)  personal injury or property damage of any nature whatsoever, resulting from use of the Platform or Services for any alleged or actual damages or loss of valuables;

(c)  the acts or omissions of the Retailer in performing/accessing Services;

(d)  any failure or delay in the Services; and

(e)  any loss or damage arising out of Your failure to adhere to your obligations under these Terms.

(f)   any defamatory, offensive, or illegal conduct of any third party with respect to any content on the Platform.

You agree not to use the Platform for any commercial or business purposes, and acknowledge that we have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM AND/OR AVAILING ANY SERVICES REMAINS SOLELY WITH YOU.

DISCLAIMERS AND WARRANTIES

The content in the Platform is provided to you strictly on an “as is” basis.  Notwithstanding anything contained in these Terms, Asera does not warrant that the Platform: (i) will perform error-free or uninterrupted, or that Asera will correct all or any errors or defects (ii) will operate in combination with your devices, or with any other hardware, software, systems or data not provided by Asera, (iii) will meet your requirements, specifications or expectations.

Asera further acknowledges that it does not control the transfer of data over communications facilities, including the internet, and that the Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions on the Platform constitute your agreement and intent to be bound by this Terms.

GENERAL

Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under these Terms shall survive any discontinuance of the access or use of the Platform.

These Terms together with the Privacy Policy published by us on the Platform/Services, shall constitute the entire agreement between you and Asera concerning the Platform/Services.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

GOVERNING LAW AND JURISDICTION

These Terms, their subject matter and any non-contractual disputes or claims are governed by the Indian Laws and you agree to the exclusive jurisdiction of the courts of Chennai, India. Asera reserves the right to seek injunctive, or any other equitable relief, in any courts of competent jurisdiction that, in its sole opinion, consider this to be necessary.

By clicking on “I Accept” button, you agree and acknowledge that you have read these Terms, understood its contents, and have chosen to execute it on your own free will and these Terms is made in good faith and is fair and reasonable and shall be binding upon you, once executed.