hylobiz® Terms and Conditions

Terms and Conditions

Welcome to the Hylobiz Application, operated and managed by Hylobiz Challenger Private Limited, India. Users may access and use the platform https://hylo.biz including any mobile application through which the Company offers its product/services (the “Application“) in accordance with the following Terms & Conditions (“Terms”). The Interface is offered to you conditioned on your acceptance without modification of the following Terms and notices contained herein. Your use of our Interface constitutes your agreement to all such Terms.

Please read these terms carefully before using this service as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions.

In using the Application you are deemed to have read and agreed to the following terms and conditions set forth herein. Any incidental documents and links mentioned shall be considered to be accepted jointly with these terms. You agree to use the Application only in strict interpretation and acceptance of these Terms and any actions or commitments made without regard to these Terms shall be at your own risk. These terms and conditions form part of the agreement between the Users and us. By using the service or clicking “agree” the User is agreeing to be bound by these terms. If User is agreeing to this agreement on behalf of or for the benefit of its employer, then the user represents and warrants that it has the necessary authority to agree to this agreement on its employer’s behalf.

1. Acceptance of the Terms:

1.1 You (“User“ or “Customer”) and Hylobiz (“Hylobiz”, “Company“, “we“ or “us“) are parties to these Terms. The following Terms along with any documents expressly incorporated by reference, regulate how Users may access and use the Application, including all information, features, subpages, and services.

1.2 Prior to use of the Application, the User must carefully read the Terms. The User accepts and agrees to be bound and abide by these Terms and our Privacy Policy available at [Link to privacy policy to be added], which are incorporated herein by reference, by using the Application or by clicking to accept or agree to the Terms & Condition when this option is made available to the User.

1.3 The User must not access or use the application, if they do not wish to accept the Terms, the Privacy Policy, or any other relevant documents that are incorporated herein by reference.

1.4 In the event of a conflict between these Terms and any applicable additional terms specified on the Application or any agreement between the User and the Company with respect to services on the Application, the specific additional terms provided on the Application or under the agreement will be applicable, unless otherwise specified.

1.5 This Application is provided and accessible to Users who are at least 18 years old. By using this Application, the User represents and warrants that he or she is at least eighteen (18) years old and meets all of the aforementioned eligibility requirements. The User must not access or utilise the Application if they do not meet all of these requirements.

1.6 User and Company agree to act in good faith with regard to each other’s rights and to do all reasonable things required or desirable to give effect to the spirit and intent of this Agreement.

2.Electronic Transmission:

2.1 We may be required or elect to provide the User with certain communications in writing. By accepting the Terms, the User consents to receive these communications electronically, such as via e-mail or other electronic messages.

2.2 User agrees that all terms, conditions, disclosures, and agreements provided electronically by the Company satisfy any legal requirement that such communications would satisfy if provided in writing. User waives all rights to require an original, wet, non-electronic signature unless prohibited by applicable law.

3.Registration:

3.1 If you choose to make an account on the Application, then you must register for an account with us (an “Account“) and provide certain information such as name, email address, address, contact number and password.

3.2 You represent and warrant that all required registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must not share your password or other access credentials with any other person or entity that is not authorized to access your Account. Without limiting the foregoing, you are solely responsible for any activities or actions that occur under your Account access credentials on the Application. We encourage you to use a “strong” password (a password that includes a combination of upper and lower case letters, numbers, and symbols) with your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with any of the above.

3.3 When creating an Account, don’t:

1. Provide any false personal information to us (including without limitation a false username) or create any Account for anyone other than yourself without such other person’s permission.
2. Use a username that is the name of another person with the intent to impersonate that person;
3. Use a username that is subject to rights of another person without appropriate authorization; or
4. Use a username that is offensive, vulgar or obscene or otherwise in bad taste.

3.4 We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create that violates our Terms. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at support@hylobiz.com.

3.5 You shall not transfer or sell your Account and User ID to another party.

3.6 Our services are not available to temporarily or indefinitely suspended Accounts. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. We reserve the right to refuse service to anyone, for any reason, at any time.

4. Services:

4.1 The Application is an online platform which provides the Users access to various products and services available on the platform.

4.2 The Application provides an online platform for users to make payments with respect to various invoices issued to them.

4.3 The Application also provides software as a service/product on a subscription basis to the Users.

4.4 The features, billing and pricing details of each product/service shall be as mentioned on the Application. Such software are only available to registered users on the Application.

4.5 The Customer agrees that payment made in respect of any order by the User or a payment on the Application by a customer of the User, in respect of which the User, customer of the User or issuing bank raises a claim, demand, dispute or chargeback on Hylobiz or the facility providers for any reason whatsoever or in case of refund initiated by the customer of the User or the User with respect to services and products available on the Application, such liability shall be the financial responsibility of the User. The chargeback or refund shall be processed as per the set processes of facility providers and Hylobiz. Once the chargeback request is received and the Customer is ordered to make payment of the chargeback amount or in case of refund once the refund requested is initiated by a customer, the User shall make the payment of the chargeback/ refund amount as the case may be without any demur or protest, dispute or delay. The User agrees that such refunds shall be initiated within 90 days from the date of transaction. The Customer shall make payment of chargeback amount within 48 hours from the time of receiving the request for making payment of chargeback and or in case of refund immediately at time of initiating the refund. The User hereby agrees that all Refunds and Chargebacks shall be the sole responsibility of the User and Hylobiz shall not be liable for any claims or disputes which may arise in connection with such refunds or chargebacks to the customer or his counterparties. The Customer agrees to indemnify Hylobiz in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation to any transaction or refunds or chargebacks for all transaction initiated and instructed through the Application.

4.6 The User agrees that payment made in respect of any Services by the User or a payment on the Application by the User, in respect of a claim, demand, dispute or chargeback on Hylobiz or the facility providers for any reason whatsoever or in case of refund initiated by the holder of the card using which the payment was made, such liability shall be the financial responsibility of the User. The chargeback or refund shall be processed as per the set processes of facility providers and Hylobiz. Once the chargeback request is received and Hylobiz is ordered to make payment of the chargeback amount or in case of refund once the refund requested is initiated by a car holder, the User shall make the payment of the chargeback/ refund amount as the case may be without any demur or protest, dispute or delay. The User agrees that such refunds shall be initiated within 90 days from the date of transaction as per communication from Hylobiz. The User hereby agrees that all Refunds and Chargebacks shall be the sole responsibility of the User and Hylobiz shall not be liable for any claims or disputes which may arise in connection with such refunds or chargebacks to the customer or his counterparties. The User agrees to indemnify Hylobiz in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation to refunds or chargebacks for all transaction initiated and instructed through the Application under this Clause.

4.7 If Hylobiz and/or the facility providers determine that the Customer and/or its business associates registered with Hylobiz are incurring an excessive amount of Chargebacks or Refunds, Hylobiz may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by:

1. establishing new processing fees.
2. by requesting a reserve in an amount reasonably determined by Hylobiz to cover anticipated Chargebacks and Refunds.
3. by asking the Customer to first make payment of the chargeback amount / refund amount and then only process the chargeback and refund request.
4. by delaying or suspending pay-outs to Customer.,
5. by blocking the refund or refuse to process.
6. by adjusting the chargeback and refund amount from the end user charge payable to Customer and.
7. imposing penalty amount if any charged by facility providers.
8. charge interest over the chargeback and refund amount.
9. terminating or suspending Hylobiz services.

4.8 Invalidated payments, chargebacks, refunds or any refund processing charges, bank fees or penalty by banks for excessive chargebacks or refunds, applicable taxes, any excess amount paid to the chargeback claimant and other amounts that the User owes to Hylobiz under this Agreement shall be deducted from the ongoing settlements.

4.9 If there are insufficient funds available in User’s account, Hylobiz shall claim from the User such amounts to the extent the funds are insufficient; which the User on receipt of the claim undertakes forthwith to pay to Hylobiz without any delay.

5. Acknowledgements/Representations and Warranties by Users:

5.1 Before placing an order, Users are advised to check the product/service description carefully. By placing an order for a product/service, User agrees to be bound by the conditions of sale included in the product’s/service’s description/listing.

5.2 Charges displayed on the site include only the base cost of the product/service. There may be additional taxes and charges applicable for a product/service which shall be added and included as applicable and will be added in the total when the final purchase is made.

5.3 Prices and availability of products are subject to change, without prior notice to users Users/Customers, at our sole discretion.

5.4 Our Application reserves the right to initiate civil and/or criminal proceedings against a User who, files an invalid and/or false claim or provides false, incomplete, or misleading information. In addition to the legal proceedings as aforesaid, we may at our sole discretion suspend, block, restrict, cancel the user id of such User and/or disqualify that User from using our Application. Any person who knowingly and with an intention to injure, defraud or deceive, files a fraudulent complaint containing false, incomplete, or misleading information shall be guilty of a criminal offence and will be prosecuted to the full extent of law.

5.5 You acknowledge and undertake that you are accessing the services on the Application and transacting at your own risk and are using your best and prudent judgment before making any purchases or payments through the Application. We shall neither be liable nor be responsible for any actions or inactions of the registered Users on our Application and any product or service supplied by them and hereby expressly disclaim any and all responsibility and liability in that regard.

5.6 Our Application strongly advises and recommends that your invoices are genuine and not false purchases and testing the site with false purchases, will put you at substantial personal legal risk.

5.7 All orders on the Application are a firm commitment to purchase. If you are the buyer/purchaser for any product/item, you are obligated to complete the transaction with us. By purchasing a product/service you agree to be bound by the conditions of sale included in the product/service description on our Application.

6.Refund and Cancellation:

6.1 The order once placed on the Application and confirmed from our end with respect to services which are availed on a subscription basis can be cancelled by the User by giving a [2 months] prior written notice (“Termination Notice Period”) to Hylobiz. The User shall remain liable for making payments for the services during the Termination Notice Period.

6.2 There are no refunds for order placed by the Users on the Application.

7. Payments:

7.1 The customers of the User can make payments via their chosen method such as cash, cheque or bank transfer.

7.2 The Application uses third party services providers (“Payment Aggregator/Payment Gateways”) who facilitate processing of payments on the Application for various means of payment options and also provide payment aggregation services.

7.3 Invoice payment services transactions on the Application: The payments made by the customers of the Users are settled by the Payment Aggregator to the User subject to deduction of fees and charges as applicable and advised to the User and agreed by the User from time to time.

7.4 Payments by Users for services provided by Hylobiz to Users:

1. The Users can make payments to us via their valid debit or credit cards, net banking or any other approved method at the time of ordering the product/service or making payment against an invoice via the secure payment gateway on our Application.
2. Unless otherwise stated, all prices/fees are quoted in INR and do not include any applicable taxes which shall also be levied at the time of invoicing.

7.5 In addition to the payment of the applicable purchase price for a purchased item, users are responsible for paying all applicable taxes or duties associated with the placement of orders. All such taxes and additional charges are not included in the listed price for any products/services made available through the Application, but will be displayed to Users before confirmation of any purchase.

7.6 Users who have registered on the Application and use the relevant products and services available on the Application shall be independently onboarded as merchants by the Payment Aggregator for facilitation of payment aggregation services. Third party Payment Gateway service providers will handle the payment processing subject to the Users entering into a separate agreement/terms and conditions with such Payment Aggregators and Payment Gateways service providers. Additionally, Users hereby grant their consent to Hylobiz to share their information, including KYC and personal details, with these third-party service providers as may be required to facilitate their onboarding as merchants for provision of payment settlement related services.

7.7 The Company has the right to use or change any third party services providers for facilitation of services, at its discretion.

7.8 We take utmost care to work with 3rd party payment providers, but do not control their systems, processes, technology and workflows, hence cannot be held responsible for any fault at the end of payments related service providers, further Hylobiz shall not be responsible for any liabilities or errors arising out of false information and false representations provided by the User or customer of the User.

7.9 Our Application reserves the right to refuse to process transactions by users with a prior history of questionable charges including without limitation breach of any agreements by User with us or breach/violation of any law or any charges imposed by issuing bank or breach of any policy.

7.10 The Users acknowledge that we will not be liable for any damages, interests or claims etc. resulting from not processing of a transaction or any delay in processing a transaction which is beyond our control.

7.11 Our Application reserves the right to recover the cost of services, collection charges and lawyers’ fees from persons using the Application fraudulently. We reserve the right to initiate legal proceedings against such persons for fraudulent use of the Application and any other unlawful act or acts or omissions in breach of these terms and conditions.

7.12 The user is liable for all liabilities arising out of transactions generated by the User on the Application. Any disputes or issues related to a transaction shall be intimated to the User based on the information provided by the payment gateway/payment aggregator services provider. We as a platform shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any transaction or fraudulent transaction taking place via the Payment Gateway/Payment Aggregator. The dispute in such a case shall be between the third party Payment Gateway/Payment Aggregator service provider and you and we shall neither be a party to the dispute nor can be held liable for any misconduct of the payment service provider.

8. Use Of Services:

8.1 Customer Owned Data: All data and logos uploaded by Customer remains the property of Customer. Customer grants Hylo the right to use the relevant Customer Data for purposes of performing its obligations under this agreement in accordance with applicable laws.

8.2Contractor / Sub-User Access and Usage: Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and sub-users.

8.3 We reserve the right, at our sole discretion, to withdraw or modify this Application and any service or content we provide on this Application at any time. Any changes to the charges shall be effective after due intimation to the Users regarding any change.

8.4 We are not liable if, for any reason, the Application is unavailable at any time or for any length of time. On occasion, we may restrict access to certain portions of the Application or the entire Application to the Users, if required for operational reasons or in order to comply with applicable law.

8.5 The User is accountable for both:

1. Making all necessary arrangements for the User’s access to the Application.
2. Ensuring that all individuals who access the Application are aware of and comply with these Terms.

8.6 The User agrees that our Privacy Policy governs all information it provides to interact with the Application or otherwise, including, but not limited to, through the use of any interactive features on the Application, and the User consents to all actions we take with respect to the User’s information in accordance with our Privacy Policy.

8.7 When accessing the Application from a public or shared computer, the User must take special precautions to prevent others from viewing or recording their password, private key, or other sensitive information.

8.8 We reserve the right, in our sole discretion, to disable any User Account on the Application or to block any IP address from accessing the Application at any time for any or no reason, including if, in our opinion, the User or that identity has violated any provision of these Terms.

8.9 You will use the services provided by the Company, its affiliates and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using the Application and transacting on the Application.

8.10 You will provide authentic and true information in all instances where such information is requested of you. We reserve the right to confirm and validate the information and other details provided by you at any point of time. If upon confirmation your details are found not to be true (wholly or partly), we have the right in our sole discretion to reject the registration and debar you from using the Application without prior intimation whatsoever.

8.11 You are accessing the services available on the Application and transacting at your sole risk and are using your best and prudent judgment before entering into any transaction through this Application.

8.12 It is possible that other users (including unauthorized/unregistered users or “hackers”) may post or transmit offensive or obscene materials on the Application and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the Application, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the Application you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Application. Please carefully select the type of information that you publicly disclose or share with others on the Application.

9. User’s Responsibilities:

9.1 Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Hylobiz promptly of any such unauthorized access; and (iv) may use the Service only in accordance with these terms and applicable law.

9.2 Customer will not use deceptive, illegal, misleading or unethical practice using Hylobiz platform or linked services with regards to the products and services.

9.3 The Customer assures and guarantees to Hylobiz that his entity is acting in compliance with and shall at all-time act in compliance with all laws, rules and regulations, notification, and guidelines set by the local regulatory bodies and Central Bank of the country of domicile.

9.4 The Customer further confirms, undertakes and assures that in the event of violation of any of the laws and standards of the country of domicile or operations, any penalty or charge imposed by the regulators on Hylobiz due to the act of the Customer, the Customer shall upon receipt of the claim from Hylobiz undertakes forthwith without any demur, protest, dispute or delay, to pay to Hylobiz the amount of the penalty / fine imposed by the regulators on Hylobiz. Furthermore, the Customer in his own capacity shall address and close the issue with the authorities concerned.

9.5 Users who have registered on the Application and use the relevant products and services available on the Application shall be onboarded as merchants by a Payment Aggregator, engaged by Hylobiz for facilitation of payment aggregation services Third party Payment Gateway service providers will handle the payment processing subject to the Users entering into a separate agreement/terms and conditions with such Payment Aggregators and Payment Gateways service providers. Additionally, Users hereby grant their consent to Hylobiz to share their information, including KYC and personal details, with these third-party service providers as may be required to facilitate their onboarding as merchants for provision of payment settlement related services. The User agrees to provide any additional documents required by Hylobiz or its service providers for processing of payments.

9.6 Users agree and understand that the Payment Aggregator or any service provider appointed by Hylobiz shall settle directly to the Users of Hylobiz at agreed intervals and that the periodicity of the settlement can be amended at any point in time, based on agreement with service providers of Hylobiz.

10. Restricted Uses:

10.1 Access to or use of the Application is restricted to lawful purposes and in accordance with the Terms. The User agrees not to use or access the Application in the following ways:

1. Being likely to deceive or defraud any individual, including (but not limited to) providing any false, inaccurate, or misleading information with the intent to illegally obtain the property of another.
2. Advocate, promote, or aid any illegal act or illegal activity.
3. Inflict annoyance, inconvenience, or unnecessary anxiety, or be likely to upset, embarrass, alarm, or annoy another individual.
4. Impersonate a person or organization, or misrepresent the User’s identity or affiliation with a person or organization.
5. Engage in any activity or behavior that violates any applicable law, rule, or regulation regarding the integrity of trading markets or the Protocol, or otherwise harms the integrity of trading markets or the Protocol, including (but not limited to) spoofing, pump-and-dump schemes, and wash trading.
6. Do not imply that they originate from or are endorsed by us or any other individual or organisation if this is not the case.
7. Use the Application to execute any transaction that may be considered a securities transaction or otherwise requires registration with the securities market regulator, or any other federal or state regulator or agency or self-regulatory organization.
8. Interfere with any party’s use of the Application, including their ability to engage in real time activities through the Application, by utilising it in a manner that could disable, overburden, damage, or impair it.
9. Utilize any robot, spider, or other automatic devices, processes, or means to access the Application for any purpose, including monitoring or copying any of its content.
10. Without our prior written consent, you shall not use any manual process to monitor or copy any of the content on the Application, or for any other purpose not expressly permitted in these Terms.
11. Utilize any device, software, or procedure that interferes with the Application’s operation.
12. Introduce any viruses, malware, trojan horses, worms, logic bombs, malicious code, or other technologically damaging content.
13. Try to gain unauthorised access to, interfere with, damage, or otherwise disrupt any portion of the Application, the server on which the Application is stored, or any server, computer, or database connected to the Application, including any underlying blockchain.
14. Violate the legal rights (including the rights to publicity and privacy) of others or contain any content that could give rise to civil or criminal liability under applicable laws or regulations, or that is otherwise in conflict with these Terms and our Privacy Policy.
15. Employ a denial-of-service or distributed denial-of-service attack against the Application.
16. Otherwise, attempt to interfere with the Application’s operation.

10.3 Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our services and User Accounts, prohibit access to our sites, services, applications, and tools, and their content, delay or remove hosted content, and take technical and legal steps to keep Users from using our Application, services, applications, or tools, if we think that they are creating possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a period of months, or to modify or discontinue our site or services.

11. Technical Support:

Hylobiz provides customer support for the service in accordance the terms of Hylobiz Customer Support Policy (Support), which are incorporated into these Terms for all purposes.

12. API:

12.1 Hylobiz provides access to its application-programming interface (API) as part of the service/products for no additional fee. Subject to the other terms provided herein, Hylobiz grants Customer a non-exclusive, non–transferable, terminable license to interact with the API only for purposes of the service/product as allowed by the API.

1. Customer shall not use the API in a manner that fails to comply with the API technical documentation or with any part of the API. If any of these occur, Hylobiz can suspend or terminate Customer’s access to the API on a temporary or permanent basis.
2. Hylobiz may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Customer, but Hylobiz will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Hylobiz may add new endpoints or fields in API results without prior notice to Customer.
3. The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. Hylobiz has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.

13. Publicity:

Each Customer is permitted to state publicly that such Customer of Hylobiz and is using the services/products of Hylobiz. Each Customer agrees that Hylobiz may include such Customer’s name and trademarks in a list of Hylobiz customers, online or in promotional materials. Each Customer also agrees that Hylobiz may verbally reference such Customer as a customer of the service.

14. Disclaimer:

Hylobiz disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While Hylobiz takes reasonable physical, technical and administrative measures to secure the service, Hylobiz does not guarantee that the service cannot be compromised. Customer understands that the service may not be error free, and use may be interrupted.

15. Payment:

Customer must pay all fees as specified on the Application, pricing terms or on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT, GST and other similar taxes. These Terms contemplates one or more orders for the services/products, which orders are governed by these Terms.

Payment Methods and Gateway: The Customer shall carry out payment of the total amount set out in the Subscription Plan using one of the following payment methods: Credit Card, Debit Cards, Wallets, UPI, Net Banking, NEFT, RTGS through direct Bank API’s within Hylobiz or via a partner Payment gateway partner integrated with Hylobiz.

16. Mutual Confidentiality:

16.1 Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Hylobiz’s Confidential Information includes without limitation the services/products (including without limitation the Service user interface design and layout, and pricing information).

16.2 Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

16.3 Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, (iv) is disclosed with prior consent from the Discloser or (v) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

16.4 The confidentiality obligations under this Agreement shall survive for a period of 2 years from the termination of this agreement or discontinuation of use of Services by the Customer.

17. Proprietary Property:

17.1 Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by Hylobiz as part of the service are the proprietary property of Hylobiz and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Hylobiz. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Hylobiz reserves all rights unless expressly granted in this agreement.

17.2 Restrictions: Customer shall not (i) sell, resell, rent or lease the service or use it in a service provider capacity; (ii) use the service to store or transmit infringing, unsolicited marketing emails, libellous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the service; (iv) attempt to gain unauthorized access to the service or their related systems or networks; (v) reverse engineer the service; or (vi) access the service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

17.3 Aggregate Data: The Customer hereby gives their express consent to Hylobiz to use their personal data, including their name, phone number, PAN number and all other personal information shared with Hylobiz, for the purpose of providing the services under this agreement and any other support services. Hylobiz shall have a right to share the Customer’s personal information for any other legally permissible purpose. During and after the term of this agreement, Hylobiz may use non-personally identifiable Customer’s data within the service for purposes of enhancing the service, aggregated statistical analysis, technical support and other business purposes. Customer hereby represents that the information provided by it to Hylobiz is complete and accurate. The Customer shall be responsible for updating their personal information shared with Hylobiz, as and when required.

18. Trademarks:

All related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. User shall not use such marks without the prior written consent of the Company

19. Term And Termination:

19.1 Term: This agreement continues until all orders have terminated.

19.2 Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

19.3 Suspension for Non-Payment: Hylobiz may temporarily suspend or terminate, or both, the Service if Customer’s payment on any invoice is more than 15 days past due date.

19.4 Maintenance of Customer Data: Within 90-days after termination, Customer Data will be available.

19.5 After such 90-day period, Hylobiz has no obligation to maintain the Customer Data and may destroy it.

19.6 Return Hylobiz Property Upon Termination: Upon termination of this agreement for any reason, Customer must pay Hylobiz for any unpaid amounts, and destroy or return all property of Hylobiz. Upon Hylobiz’s request, Customer will confirm in writing its compliance with this destruction or return requirement.   

19.7 Suspension for Violations of Law: Hylobiz may suspend the Service or remove the applicable  Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law or has committed a fraud.

19.8 The User waives its right to hold the Company and its affiliates, licensees, agents, and service providers liable and free from any claims resulting from any action taken by any of the foregoing parties during or as a result of its or their investigations.

20. Disclaimer and Liability Limit:

20.1 The Application is provided without any warranties or guarantees and on an “as is” condition. You agree to bear the risks associated with the use of the Application.

20.2 This disclaimer constitutes an essential part of these Terms. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold none of the Company, its affiliates, and their respective directors, officers, employees, agents and advisors responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

1. Your use of or your inability to use our application and tools;
2. Delays or disruptions in our application or tools;
3. Viruses or other malicious software obtained by accessing our Application or tools or any site, services, or tool linked to our Application or tools;
4. Glitches, bugs, errors, or inaccuracies of any kind in our Application and tools or in the information and graphics obtained from them;
5. A suspension or other action taken with respect to your account;

20.3 Our Application periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. You agree that we have no responsibility and are not liable for: (a) the unavailability of the Application; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting the Application, any internet service providers or otherwise.

20.4 We are not responsible for any non-performance or breach of any contract entered into between the Users and their counterparties. We shall not be party to any disputes between the Users or their counterparties and shall not be required to mediate or resolve any dispute or disagreement between Users. You hereby release us and our officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes between the Users and their counterparties. You agree to hold the Company harmless against any such dispute or claims and shall indemnify the Company against any costs and expenses incurred by the Company due to such disputes between the Users and their counterparties.

20.5 Exclusion Of Indirect Damages: Hylobiz is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss. Our Application, its associates and technology partners make no representations or warranties about the accuracy, reliability, completeness, correctness and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the Application or that the operation of the Application will be error free and/or uninterrupted. Consequently, our Application assumes no liability whatsoever for any monetary or other damage suffered by you on account of the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Application; and/or any interruption or errors in the operation of the Application.

20.6 Total Limit on Liability: Hylobiz’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 3-month period prior to the event that gave rise to the liability.     

21. Warranty and Disclaimer:

21.1 The User acknowledges that we cannot guarantee or warrant that files available for download from the Internet or the Application are free of viruses or other destructive code and that we make no such representations or warranties. The User is responsible for implementing sufficient procedures and checkpoints to satisfy the User’s particular requirements for (1) anti-virus protection and the accuracy of data input and output, and (2) maintaining a means external to our site for the reconstruction of any lost data.

21.2 To the maximum extent permitted by law, We shall not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect the User’s computer equipment, computer programs, data, or other proprietary the use of the Application, its content, and any of its services is at the User’s sole risk. The application is provided “as is” and “as available.” we do not endorse, guarantee, or assume any liability or responsibility for any content, advertisements, offers, statements, or actions by any third party either regarding or through the Application.

21.3 Nothing in the foregoing affects warranties that cannot be excluded or limited pursuant to applicable law.

22. Application Security:

You are prohibited from violating or attempting to violate the security of the Application, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the Application, overloading, “flooding,” “spamming,” “mail-bombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Application or any activity being conducted on this Application. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Application other than the search engine and search agents available from us on this Application.

23. Indemnity:

If any third-party brings a claim against Hylobiz, or requires Hylobiz to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software/Application, Customer must defend, indemnify and hold Hylobiz harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request. The User shall indemnify Hylobiz, its respective officers, directors, employees and agents against any chargeback or fraudulent transactions due to Customer’s dealings with his counterparties.

The User further confirms, undertakes and assures that in the event of violation of any of the laws by the User, or any penalty or charge imposed by the facility providers on Hylobiz for any violation for any reason whatsoever, the User shall on receipt of the claim from the Hylobiz undertakes forthwith without any demur, protest, dispute or delay, to pay to the Hylobiz the amount of the penalty / fine imposed by Hylobiz.

24. Governing Law and Forum:

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of India. The User irrevocably submit to the exclusive jurisdiction of the courts in Mumbai.

25. Non-Applicability of Injunctive Relief:

The User agrees that, to the fullest extent permitted by law, the User will not be permitted to obtain an injunction or other equitable relief of any kind, such as a court action that could halt the development or operation of the Application.

26. Notices:

26.1 By using the Application and Services, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Application.

26.2 You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents are in writing.

26.3 Notice will be deemed received and properly served immediately when posted on the Application, 24 hours after an email is sent, or 3 days after the date of posting any letter. As proof of service, it is sufficient that:

1. For letters, the letter was properly addressed, stamped and placed in the post; and
2. For emails, the email was sent to the specified email address.

27. Waiver and Severability:

27.1 No waiver by the Company of any provision of these Terms shall be construed as a further or continuing waiver of such provision or a waiver of any other provision, nor shall the Company’s failure to assert a right or provision under these Terms constitute a waiver of such right or provision.

27.2 If any provision of these Terms of Service is determined to be invalid, illegal, or unenforceable for any reason by a court or other tribunal of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of these Terms of Service will remain in full force and effect.

28. Other Terms:

28.1 Entire Agreement and Changes: These Terms and any other documents incorporated by reference constitute the entire agreement between the User and Hylobiz and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in these Terms. No representation, promise or inducement not included in this agreement is binding.

28.2 No Assignment: Hylobiz may assign or transfer its rights, duties and obligations under these Terms to a third party, however, the User shall not assign any of its rights and obligations under these Terms to any other party without prior written consent of Hylobiz.

28.3 Independent Contractors: The parties are independent contractors with respect to each other.

28.4 Enforceability and Force Majeure: If any provision of these Terms is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

28.5 Money Damages Insufficient: Any breach by User of these Terms or violation of the Hylobiz’s intellectual property rights could cause irreparable injury or harm to Hylobiz. Hylobiz may seek a court order to stop any breach or avoid any future breach.

28.6 Customer and counterparties: Hylobiz shall not be a party to any dispute between the Customer and his counterparties. In the event of any dispute between the Customer and his counterparties whether in relation to any deficient, improper or incomplete product or service provided by the User or otherwise, Hylobiz shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.

28.7 Consent: By virtue of singing up for Hylobiz services, the Customer gives an express consent to receive updates from Hylobiz on information related to products and services and transactional alerts. The updates and alerts could be in the form of Text messages, Emails and/or WhatsApp notifications. The customer also expressly agrees for Hylobiz staff / counterparties to contact him / her via any medium / channel to market and / or update about Hylobiz product and services. The Customer also hereby consents to the Company storing and sharing with relevant entities any information including its Know Your Customer (KYC) and personal information of the Customer in order to provide services through the Interface.

28.8 Feedback: By submitting ideas, suggestions or feedback to Hylobiz regarding the service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Hylobiz an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.

28.9 Force Majeure: Application shall be under no liability to Users in respect of anything that, if not for this provision, would or might constitute a breach of these Terms, where this arises out of circumstances beyond our control, including but not limited to: (a) acts of god; (b) natural disasters; (c) sabotage; (d) accident; (e) shortage of supplies, equipment, and materials; (f) civil unrest; (g) pandemics; (h) wars or civil unrest (i) electronic outages (j) failure of any equipment, processes or infrastructure involved in providing the services and (k) Computer hacking;

29. Updates:

29.1 We reserve the right to revise and update the Terms at any time. All modifications are effective immediately upon posting and apply to all subsequent access to and use of the Application. Nevertheless, any modifications to the dispute resolution provisions outlined in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the modification is posted on the Application.

29.2 The User’s continued use of the Application after the posting of revised Terms indicates acceptance and agreement with the modifications. The User is obligated to review this page each time it accesses this Application in order to remain informed of any modifications.

29.3 Notwithstanding the foregoing, we will seek your approval for future changes to the Terms if required to do so by law.

30. Contact:

Feel like getting in touch? Email us at support@hylobiz.com.