1. Your Acceptance
This is an agreement between Rosefield Energy Tech Pvt Ltd, a Pvt Ltd company incorporated under the Companies Act, 2013 (18 of 2013) (“Licensor”), the owner and operator of ‘Rosefield b2b’ (“Application” or the "Software") and ‘www.rosefieldb2b.com’ the ("website") and you (“you”). ‘Rosefield b2b’ and ‘www.rosefieldb2b.com’ shall be collectively termed as Rosefield Services. All the persons who use Rosefield Services shall be collectively termed as “Users”.
By using Rosefield Services, you agree that this Agreement is a legally binding and a valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.
Your use of Rosefield Services indicates your acceptance of this agreement and warranty.
1.1 Grant of License.
Subject to your compliance with the terms hereof, and submission of membership form along with payment of applicable subscription fees to the Licensor, the Licensor hereby grants to you a non-exclusive, non-transferable license (without the right of sublicense) to useRosefield Servicesfor the purpose of interacting and conducting business with other users who have subscribed to the Rosefield Services. You acknowledge that the Rosefield Services are solely for yourownuse. The membership fees are subject to revision at the discretion of the Licensor.
1.2 Ownership of Intellectual Property Rights
You acknowledge that (i) all right, title and interest in and to Rosefield Services and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith are and shall remain with the Licensor (ii) this Agreement conveys no right or interest in the services, content, data, information and other material on or directly accessible from Rosefield Services, other than a limited license to use it in accordance herewith, (iii)Rosefield Services is subjected to the copyright laws of India, and (iv) Rosefield Services embody valuable, confidential and secret information of the Licensor.
1.3 Your Obligations
You (i) shall not copy, alter, modify, adapt, translate or create derivative works ofRosefield Services, (ii) shall not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms ofRosefield Services, (iii) shall take all reasonable precautions to prevent unauthorized or improper use or disclosure ofRosefield Services, and (iv) shall not remove any copyright and other proprietary notices contained in Rosefield Services. (v)You shall not use the Licensor’s trademarks, service marks and logos without the Licensor’s prior written consent. You agree not to display or use Licensor’s Marks in any manner.
The Licensor may from time to time update Rosefield Services at its sole discretion, with or without notification. At the Licensor’s sole discretion, the Licensor may notify you through a patch process, by email, or website posting of such updates available for download. Some updates may be optional and some may be mandatory in order to operate Rosefield Services. The terms of this license will govern any such update, unless such update is accompanied by a separate license in which case the terms of that license will govern.
1.5 Consent to Use of Data and your Intellectual property
You agree that the Licensor may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to Rosefield Services. The Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. The Licensor reserves the right to transfer the information to any third party. Opt out services shall be available to the Users if they do not wish to receive any communication on marketing offers or sales promotional messages from the Licensor.
You also hereby authorize the Licensor to display your trademarks, trade names, logos on Rosefield Services.
1.6 Third party material/services
Information provided by our users through Rosefield Services, may include or make available content, data, information, applications or material from third parties or provide links to certain third party websites.
You understand that by using any of the Third party material, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the services at your sole risk and that the Licensor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.
You acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Material or web sites. The Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Material or websites, or for any other material, products, or services of third parties. Third Party Material and links to other websites are provided solely as a convenience to you.
You agree that the third party website may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or material in any way whatsoever except for permitted use of the third party website. No portion of the third party website may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the third party website, in any manner, and you shall not exploit the third party website in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the third party website in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the third party website.
The Licensor reserves the right at any time to discontinue, temporarily or permanently, Rosefield Services, with or without notice and without liability to you.
2. Representations and Warranties of Users
You represent and warrant that:
ii. The information provided by you is true, correct and complete account of yourself.
iii. You have the necessary permits/licenses issued by the Government, if any,as renewed from time to time, which are mandatoryfor using Rosefield Services.
3. No warranty from The Licensor
You expressly acknowledge and agree that use of Rosefield Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, Rosefield Services and any services performed or provided by Rosefield Services are provided "as is" and “as available”, with all faults and without warranty of any kind, and the Licensor hereby disclaims all warranties and conditions with respect to Rosefield Services and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. The Licensor does not warrant against interference with your enjoyment of the Rosefield Services, that the functions contained in, or services performed or provided by, the Rosefield Services will meet your requirements, that the operation of the Rosefield Services or services will be uninterrupted or error-free, or that defects in the Rosefield Services or services will be corrected. No oral or written information or advice given by the Licensor or its authorized representative shall create a warranty.
You acknowledge and agree that the Licensor’s role is only that of an intermediary between all the users who have subscribed to the Rosefield Services by payment of the membership fees. The Licensor’s role is limited to managing the Rosefield Services for the display of the Products/Services and other incidental services for facilitation of the transactions between the users who transact business with each other through the Rosefield Services. The Licensor is not responsible for any non-performance or breach of any of the terms of contract between the users. The Licensor does not guarantee that the users will perform, or conduct transaction(s) in conformity with the terms decided by and between the users on the Rosefield Services, nor does the Licensor endorse or guarantee the product/services of the users. The Licensor shall not, and is not required to, mediate or resolve disputes or disagreements between the users.
4. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE ROSEFIELD SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The license is effective until terminated by you or the Licensor. The Licensor, in its sole discretion, may immediately and without prior notice terminate your access to Rosefield Services (including password and user name) and bar you from further use of Rosefield Services if you violate any provisions of the Terms and Conditions. You agree that any termination of your access to Rosefield Services under any provision of this Terms and Conditions may be effected without prior notice, and acknowledge and agree that the Licensor may immediately deactivate or delete your password and user name and all related information associated with it.
6. Rights of the Licensor
i. It is hereby made clear that the Licensor is entitled to permit anyone else to use Rosefield Services and the intellectual property associated with it without any prior permission of the User.
ii. The Licensor reserves the right to prosecute, defend and conduct all suits involving Rosefield Services and to take any action or institute any proceedings that it may deem desirable for the protection thereof, and in its sole discretion.You agree to report immediately to the Licensor any infringement or imitation or piracy of the said software.
7. Legal rights and Remedies
All rights and remedies of the parties hereto shall be in addition to all other legal rights and remedies belonging to the parties and the expiry or early determination of this agreement, for any reason whatsoever shall be without prejudice to the rights and claims of either party hereto which may have accrued prior to such expiry or earlier determination.
You hereby indemnify, defend and hold harmless the Licensor and each of its respective officers, directors, members, managers, employees and agents from and against any claim, suit or proceeding brought by a third party against the Licensor to the extent that it is based on or arises from: (i) Your gross negligence or willful misconduct (ii) any assertion that any information or material provided by you or your personnel in connection with the Products/Services infringes or misappropriates any intellectual property right of any third party, (iii) you oy your personnel’s breach of any of its representations and warranties hereunder.
9. User Submissions
Rosefield Services allow its Users to submit photos, profile photos, texts and any other information shared by the Users (“Submissions”). The Submissions by the Users do not represent the views of the Licensor nor does the Licensor endorse the views, opinions or submissions made by the Users. The Licensor shall not be held liable for any discrepancies between the submissions and actual products/ services provided by the Users. The verification of Users’ profiles is carried out by the Licensor on the basis of the documents submitted by the Users. However, the Licensor assumes no responsibility for verification of the authenticity of such documents.
You shall be solely responsible for the Submissions made by youand the consequences of posting or publishing them. You shall also be solely responsible for the updation, authentication and verification of all the Submissions made by you. You undertake not to sell, leak, or misuse, any information contained in the Submissions made by the Users, for your own personal/commercial benefit or for any unlawful purpose.
10. User Undertaking
You expressly undertake not to host, display, upload, modify, publish, transmit, update or share any Product or information or content including images, video and text, that:
(a) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or harassing, including but not limited to ‘indecent representation of women’ within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
(b) infringes any patent, trademark, copyright, proprietary rights, third-party’s trade secrets, rights of publicity, or privacy, is fraudulent, or involves the sale of counterfeit or stolen items;
(c) violates any law for the time being in force;
(d) interferes with another’s use and enjoyment of Rosefield Services;
(e) provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
(f) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, providing or creating computer viruses;
(g) contains unauthorized videos, photographs or images of another person (whether a minor or an adult);
(h) tries to gain unauthorized access or exceeds the scope of authorized access to Rosefield Services, profiles, blogs, communities, account information, bulletins, friend requests, or other areas of Rosefield Services, or solicits passwords or personal identifying information for commercial or unlawful purposes from other users on Rosefield Services;
(i) contains software viruses or any other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept, or expropriate any system, data, or personal information;
(j) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation;
(k) shall, directly or indirectly, offer or attempt to offer trade or attempt to trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
11. Merger, Sale, or Bankruptcy
In the event of Merger, Sale, Insolvency or Bankruptcy of the Licensor,the Licensor reserves the right to transfer or assign the information collected from users as part of such merger, acquisition, sale, or other change of control.
If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
The failure of The Licensor to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Except as otherwise expressly stated in this Agreement, the rights and remedies of The Licensorset forth herein with respect to failure of the users to comply with the terms of this Agreement (including, without limitation, rights of full termination of this Agreement) are not exclusive, the exercise thereof shall not constitute an election of remedies, and the Licensorshall in all events be entitled to seek whatever additional remedies may be available in law or in equity.
14. Governing law and Jurisdiction
This agreement shall be governed and construed in accordance with the laws of India without giving effect to principles of conflict of laws.The Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai in connection with any dispute arising out of or in connection with this Agreement.
The Information Rosefield Services Collects
Rosefield Services may obtain the following types of information from or concerning you or your mobile phone device, which may include information that can be used to identify you such as your mobile phone number, push notification name (if applicable), billing information (if applicable) and mobile device information.
The Way Rosefield Services Uses Information