By clicking the ‘I accept’ button displayed as part of the registration process, you agree to the following Terms and Conditions (the "Agreement") governing your use of ResellerBin’s online service, including offline components (collectively, the "Service"). If you are entering into this Agreement on behalf of a company or any other legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions, in which case the terms "You" or "Your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must select the "I decline" button and may not use the service. As part of the Service, ResellerBin will provide you with use of the Service, including a browser interface, data encryption, transmission, access and storage. Your registration for, or use of the Service shall be deemed to be your agreement to abide by this Agreement, including any material available on the ResellerBin website incorporated by reference herein, including but not limited to ResellerBin’s Privacy and Security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
ResellerBin’s Privacy and Security Policies may be viewed at Privacy and Security, respectively. ResellerBin reserves the right to modify its Privacy and Security Policies in its reasonable discretion from time to time.
2. License Grant & Restrictions
ResellerBin hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the Terms and Conditions of this Agreement. All rights not expressly granted to you are reserved by ResellerBin and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violation of third party privacy rights; (iii) send or store material containing software viruses, worms, or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ResellerBin immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to ResellerBin immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ResellerBin User or provide false identity information to gain access to or use the Service.
4. Account Information and Data
ResellerBin does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not ResellerBin, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ResellerBin shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
5. Intellectual Property Ownership
ResellerBin alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ResellerBin Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ResellerBin Technology or the Intellectual Property Rights owned by ResellerBin. The ResellerBin name, the ResellerBin logo, and the product names associated with the Service are trademarks of ResellerBin or third parties, and no right or license is granted to use them.
6. Third Party Interactions
ResellerBin does not endorse any sites on the internet that are linked through the Service. ResellerBin provides these links to you only as a matter of convenience and in no event shall ResellerBin or its licensors be responsible for any content, products, or other materials on or available from such sites.
7. Charges and Payment of Fees
You will pay all fees or charges to your account in accordance with the fees, charges and billing Terms in effect at the time a fee or charge is due and payable. Payments must be made monthly in advance, unless otherwise mutually agreed upon. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all User Licenses ordered, whether or not such User Licenses are actively used. You must provide ResellerBin with a valid credit card as a condition to signing up for the Service.
8. Non-payment and Suspension
In addition to any other rights granted to ResellerBin herein, ResellerBin reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. You agree and acknowledge that ResellerBin has no obligation to retain Customer Data.
This Agreement commences on the Effective Date. The Initial Term will be monthly, with recurring billing, commencing on the date you agree to pay for the Service. Either party may terminate this Agreement by notifying the other party in writing.
10. Termination for Cause
Any breach of your payment obligations or unauthorised use of the ResellerBin Technology or Service will be deemed a material breach of this Agreement. ResellerBin, in its sole discretion, may terminate your use of the Service if you breach or otherwise fail to comply with this Agreement.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ResellerBin represents and warrants that it will provide the Service in a manner consistent with general industry standards. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Mutual Indemnification
You shall indemnify and hold ResellerBin, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ResellerBin (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ResellerBin of all liability and such settlement does not affect ResellerBin’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
ResellerBin shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ResellerBin of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ResellerBin; provided that you (a) promptly give written notice of the claim to ResellerBin; (b) give ResellerBin sole control of the defence and settlement of the claim (provided that ResellerBin may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ResellerBin all available information and assistance; and (d) have not compromised or settled such claim. ResellerBin shall have no indemnification obligation, and you shall indemnify ResellerBin pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business processes
13. Disclaimer of Warranties
ResellerBin and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. ResellerBin and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content are provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by ResellerBin and its licensors.
ResellerBin’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. ResellerBin is not responsible for any delays, delivery failures, or other damage resulting from such problems.
15. Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by you in the twelve month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you
17. Local Laws and Export Control
If you use the Service from outside the India, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
This Agreement shall be governed by Indian Law and controlling State Govt. of Karnataka laws, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Bangalore, Karnataka. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the Terms and Conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ResellerBin as a result of this agreement or use of the Service. The failure of ResellerBin to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ResellerBin in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and ResellerBin and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.