Welcome to AudiencePro, a consumer intelligence and activation platform owned by Vserv Digital Services Private Limited ("Vserv" or "We" or "Our" or "Us").
The Terms of Use ("Terms") set out herein shall apply to the AudiencePro Platform Services ("Platform" or "Services") being procured by the Customer ("Client") under an order form/ purchase order ("Order Form") or any other agreements executed between the Customer and Vserv.
Customer will not use the Services if it does not accept these Terms or are unable to be bound by these Terms. As a condition of the Customer using the Services, it is deemed that the Customer is agreeable to these Terms. Vserv has the right to suspend/terminate Your Account/access to the AudiencePro platform at its sole discretion in case of non-adherence of the Terms of Use.
1.1.
"AudiencePro" or "AudiencePro Platform," a proprietary platform owned by Vserv, offers consumer intelligence as a service to make marketing investments more effective.
1.2.
“AudiencePro Services” refers to the Services provided by Vserv through its proprietary “AudiencePro Platform” to the Client.
1.3.
“Customer” or "Client" or “Your” or “You”: Any entity or individual using the AudiencePro Platform.
Except as expressly set out below:
2.1.
You shall have the access during the Term, to use AudiencePro Services and not to sub-license/re-sell/transmit/supplement it to any third party without prior written consent from Vserv.
2.2.
AudiencePro Platform provides the tools that facilitate Your access to AudiencePro Services, and Vserv acts as a ‘service provider’ in processing Your data on behalf of and at Your direction for providing such Services.
2.3.
You shall not store AudiencePro campaign data of exposed users as a list of GAIDs or mobile numbers or any other form of user or device identifiers in any format, be it plain text, hashed, or encrypted.
2.4.
You shall not use the AudiencePro Services’ data and/or campaign data for its own user profile enrichment nor create its own audience segments or retargeting segments.
2.5.
You shall not use the AudiencePro Services for any unlawful, offensive, anti-religious, or obscene ad campaigns or for any unauthorised purpose.
a)
You have, and will retain throughout the Term, all right, title, and authority to enter into and perform all of your obligations with respect to the use of the AudiencePro platform.
b)
Entering into or performing your rights and obligations with respect to the use of AudiencePro platform is not in violation of any applicable law and does not conflict with any agreement you have with a third-party.
c)
You comply with, and shall continue to comply with, all applicable Indian laws and regulations applicable to your use of AudiencePro platform.
d)
These Terms of Use constitute valid and legally binding obligations, enforceable in accordance with its terms.
e)
Each representation and warranty is true, correct, and complete in all respects and does not contain any untrue statement of fact, and no omission has been made of any fact that is directly or indirectly connected therewith, or which makes any of the representations misleading.
f)
You have obtained all the necessary consents from the relevant customers, end users, and data subjects to lawfully permit Vserv to collect, process any data shared by the Client, and share data using the AudiencePro Platform Services for the purposes permitted under these terms.
You acknowledge and agree that, Vserv's Confidential Information, including but not limited to end-user data, which is confidential and/or proprietary to Vserv, will be received by You and You agree to protect and not disclose such Confidential Information.
“Confidential Information” means the confidential commercial, financial, marketing, business, and technical or other data, including know-how, audience segments, trade secrets, media rates, specifications, algorithms, calculations, formulae, processes, business methods, diagrams, drawings, and all other confidential information of whatever nature relating to Vserv, or any personal data or information of end users, as the case may be (whether written or oral, in any form or medium) received by You (whether before, on or after the date of this Agreement and whether given directly or indirectly) in relation to the use of AudiencePro platform and any other information of a confidential nature which is designated as such by Vserv from time to time.
Vserv reserves the right to suspend or terminate Your access to the AudiencePro Platform at its sole discretion. If You are dissatisfied with the AudiencePro Platform, Your sole remedy is to discontinue using the AudiencePro Platform.
Vserv reserves any and all rights to the AudiencePro Platform, including rights in all information provided by You or collected by Vserv in accordance with the terms of Section 5 above. You hereby grant an irrevocable license to Vserv to access and use all such information in accordance with the terms of use, for the period that You continue using the AudiencePro Platform.
Vserv’s trade name, logo, AudiencePro Platform data, and all related trademarks, product and/or service names and slogans used in the AudiencePro Platform are the property of Vserv and shall not be used in any manner without prior written approval by Vserv. Your use of the AudiencePro Platform shall not be construed as the grant of any license or right to use any trademarks or names appearing on the AudiencePro Platform.
The Client shall not use the Vserv name or logo, or the AudiencePro Platform name or logo in such a way as to constitute an endorsement of any party, product, service, or sponsor.
Client shall notify Vserv if You become aware of any actual or suspected distribution or exploitation of any AudiencePro Platform data.
7.1
VSERV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE AGENCY OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE DATA SEGMENTS AVAILABLE ON AUDIENCEPRO PLATFORM AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2
In no event, shall Vserv, or any of its directors, officers, employees, agents, or service providers (collectively, the “Protected Entities”) be liable for loss of revenues, profits, contracts, business, or anticipated savings, direct, indirect, special, incidental, consequential, exemplary, or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the AudiencePro Platform. In no event shall the Protected Entities be liable for:
a)
any defects in or malfunction of the AudiencePro Platform;
b)
any content posted, transmitted, exchanged, or received by or on behalf of any User or other person on or through the AudiencePro Platform;
7.3
In no event shall Vserv’s lability exceed fees paid by the Customer for the 3 months immediately prior to the event, giving rise to the claim.
a)
Customer shall indemnify and keep indemnified Vserv against any liability, damage, expense, claim or cost (including reasonable legal fees and costs) (collectively, “Claims”) suffered by or directly arising from a breach by the Customer of any your obligations and / or Representations and Warranties under these Terms of Use.
b)
Customer shall indemnify and undertake to always hold harmless and keep indemnified and defend Vserv, its affiliates, associate/ group companies and their respective employees, officers, representatives, agents and directors at its cost against all actions, demands, claims, losses, damages, penalty, costs, punishments, consequences and other liabilities arising out of or as a consequence of: (i) any acts, commissions, omissions, negligence or contribution by You in any manner under any provision of this or in relation to the use of AudiencePro Platform; (ii) breach or contravention of any applicable law; or (iii) any breach by you of any of your representations, warranties, or obligations in relation to the use of AudiencePro Platform.
a)
No Partnership or Joint Venture: Nothing contained in this Terms of Use will constitute or be construed to be or create a partnership or joint venture between You and Vserv. You understand and agree that these Terms does not make You an agent or legal representative of Vserv for any purpose whatsoever. You are not granted, by these Terms or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of Vserv, or to bind Vserv in any manner whatsoever.
b)
Further Assurances: You will take such actions as Vserv may reasonably request or as may be necessary for the use of AudiencePro platform.
c)
Assignment: Except as otherwise provided hereunder, any rights or obligations hereunder are not assignable to the other Party without the prior consent of Vserv.
d)
Successors and Permitted Assigns: These Terms are binding upon and will inure to the benefit of Vserv and Client and its successors or permitted assigns, and nothing in these agreements, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of these terms.
e)
Waiver: No failure on the part of Vserv to exercise or delay in exercising any right hereunder will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
f)
Force Majeure: Vserv will not be held responsible for delays in delivery and execution arising due to natural disasters like hurricanes, floods, earthquakes, and weather disturbances and other acts of God along with events like war, terrorism or threats of terrorism, civil disorder, labor strikes or disruptions, fire, disease or medical epidemics or outbreaks, and curtailment of transportation or other local level restrictions arising due to Covid-19.
g)
Severability: If any provisions of these terms are held to be unenforceable for any reason, You and Vserv shall act in good faith, if possible, to achieve the intent of the Parties. All other provisions of these terms will be deemed valid and enforceable to the extent possible.
h)
Governing Law: This Agreement and the legal relations between You and Vserv will be governed by and construed in accordance with the laws of the Republic of India.
i)
Dispute Resolution: Any dispute arising out of or in connection with this Agreement or any SOW hereunder, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996, or any statutory modification or enactment thereof. The seat of the arbitration shall be Mumbai, India. The Tribunal shall consist of a sole arbitrator appointed mutually. The language of the arbitration shall be English. The law governing this arbitration agreement shall be Indian law.
j)
Jurisdiction: You agree to be subject to the jurisdiction of the courts in Mumbai.
k)
Notices: All notices or other communications under or in connection with the Platform and these Terms shall be given via email. Any such notice or other communication will be deemed to be effective when sent by email, a day after the sending of such an email.
If email to Vserv: at legal@vserv.com
If email to Customer: at the email id shared at the time of onboarding, and if no email shared, then written notice to the communication address shared during the Term. In case of written communication to the address of the Customer, effective the date of dispatch of the notice.
By using the AudiencePro platform, you agree to these Terms of Use. Vserv reserves the right to amend these terms from time to time, and your continued use of the AudiencePro platform constitutes acceptance of any changes.