Terms and conditions

TERMS OF USE
Updated on 21.12.22

SERACLE SOFTWARE INDIA PRIVATE LIMITED. (“Seracle”, "We", "Us", or "Our") is a federal incorporation Seracle that owns and operates the website ‘https://www.Seracle.com’  and DBA as ‘Seracle’ (referred to as the “Platform”) and has its registered office at Office 307, Tower 1, World Trade Center, Pune, Maharashtra 411014. We intend to provide our users (“You”, “Your” or “User”) with the best quality services  on the Platform which are hassle free and seamless. 

Please read these terms of use (“Terms'') carefully prior to using the Platform or any of our Services (defined below). These Terms shall govern the browsing, accessing, and transacting on the Platform and our Services. Our Privacy Policy, Anti-Money Laundering and Know Your Customer Policy and Risk Disclosure Policy constitute a part of these Terms and are to be read harmoniously with the Terms.

These Terms do not apply to any browsing, accessing, or transacting by You on any third-party platform or for availing any services of our Service Providers (defined below), that You may access or interact with through thePlatform or in connection with the Services offered on the Platform, or otherwise. You agree that Your access and use of a third-party platform or any of our Service Providers forms a separate and independent relationship which shall be governed by the terms and conditions provided by such third-party or the Service Provider, without any liability or obligation towards Us. Mere provision of the interface to the third-party platform or the Service Provider onto the Platform does not amount to Us being responsible to You for any actions or inactions vis-à-vis the services of such third-party platform or the Service Providers to You.

By visiting the Platform or setting up/creating an Account (defined below) on the Platform for availing the Services, You accept and agree to be bound by the Terms. If You do not agree or understand any part of these Terms, please refrain from using the Platform or/and availing our Services.We retain an unconditional right to modify or amend these Terms without any obligation to notify You of the same. You can determine when these Terms were last modified by referring to the “Updated on” legend above. It shall be your responsibility to check these Terms periodically for changes. Your use of the Platform after such change(s) signifies your acceptance to the amended Terms and shall also signify your consent to such change(s) and agreement to be legally bound by the same.

1. Information that you provide to us

You may give us information about yourself when you visit our website. We may need to send you email and text messages in order to, for example, verify your identity or provide you with important information. You authorize us to send those messages when you visit the Seracle platform and provide your contact details. Standard text or data charges may apply to text messages. Where offered, you may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security controls and may increase the risk of loss to your services.

2. USE OF PERSONAL INFORMATION
Your use of the Site may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at Privacy Policy), which is hereby incorporated by reference in its entirety.

3. COMMUNITY GUIDELINES
Seracle’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site, you hereby agree to comply with these community rules and that:

1. You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful purpose;
2. You will not access or use the Site to collect any market research for a competing business;
3. You will not upload, post, e-mail, transmit, or otherwise make available any content that:
4. infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
5. is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or.
6. discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information;
7. You will not “stalk” or otherwise harass another;
8. You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
9. You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site;
10. You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Site;
11. You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
12. You will not use, frame, or utilize framing techniques to enclose any Seracle trademark, logo, or other proprietary information (including the images found on the Site, the content of any text, or the layout/design of any page or form contained on a page) without Seracle’s express written consent;
13. You will not use meta tags or any other “hidden text” utilizing Seracle’s name, trademark, or product name without Seracle’s express written consent;
14. You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
15. You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means; and
16. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice, and to remove any comments that do not adhere to these guidelines.

4. INTELLECTUAL PROPERTY

The Site contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, white papers, and other materials provided by or on behalf of Seracle (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both Indian and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Seracle (“Seracle Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Seracle. Other Seracle, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Seracle Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Seracle Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

5. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on Seracle's website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on Seracle's website;
4. remove any copyright or other proprietary notations from the materials; ortransfer the materials to another person or "mirror" the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Seracle at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

6. Access to Seracle.com

Seracle grants you a limited, revocable, non-exclusive, non-transferable license to access the Seracle’s website. This license does not include a right to use any of the content and information. Your permissions and/or licenses are automatically terminated by any unauthorized use.

7. Products, Content and Specifications.

Details of the products and services available for purchase from Seracle (“Seracle Products”) are set out in the website (www.Seracle.com). All features, content, specifications, products and prices of products and services described or depicted in Seracle are subject to change at any time without notice. Unless expressly noted, all weights, measures and similar descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services in Seracle.com at a particular time does not imply or warrant that these products or services will be available at any time. Occasionally, the delivery of a certain product or service may be delayed for a number of reasons. In such an event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule. By placing an order, you represent that the products ordered will be used only in a lawful manner.Included Responses and Definitions: Included Responses are any responses produced from making a request to the node using HTTP or Websocket endpoints. Only responses with http return status 200 are counted.

8. Subscriptions

a. Subscription terms. We may offer you the ability to purchase subscriptions via Seracle Terms specific to a subscription will be disclosed to you at or prior to the time at which you purchase the subscription, and by purchasing the subscription you are agreeing to those terms.
b. Free trials and promotional periods. If a subscription commences with a free trial or a promotional period, you will have the right to cancel the subscription prior to the end of the trial or period. If we do not provide you with an online cancellation mechanism, then you may exercise this cancellation right by contacting us hello@seracle.com. If you do not cancel, we will bill you at the end of the free trial or promotional period, and your subsequent cancellation rights will be in accordance with the terms specific to the subscription.
c. Cancellation. Your cancellation rights, and the mechanism via which you may notify us of your decision to cancel, will be disclosed to you at or prior to the time at which you purchase a subscription.

9. Your account

We may require that you create an account to access Seracle.com, including to make purchases. If we do so, you must provide accurate information about yourself when you create an account and ensure that you update us if that information changes. You must ensure that your login details remain confidential. You are responsible for any activity, including any purchases made, under your account. We reserve the right to terminate your account at any time and for any reason.

10. Refunds

Unless we tell you otherwise, you will only be entitled to a refund if we provide you with a service that does not match the product description of the service that you purchased. If that occurs, your exclusive remedy is to contact us for a refund. To begin the return process, please contact us.

11. Sanctions and export policy

You may not use the Seracle.com or purchase any Seracle service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). We do not claim, and we cannot guarantee that the Seracle.com or any Seracle Product is or will be appropriate or available for any location or jurisdiction, comply with the laws of any location or jurisdiction, or comply with laws governing export, import, or foreign use.

13. COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all emails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

14. Limitation of liability

User agrees that neither Seracle nor its group companies, directors, officers or employee shall be liable for any direct or/and indirect or/and incidental or/and special or/and consequential or/and exemplary damages, resulting from the use or/and the inability to use the service or/and for cost of procurement of substitute goods or/and services or resulting from any goods or/and data or/and information or/and services purchased or/and obtained or/and messages received or/and transactions entered into through or/and from the service or/and resulting from unauthorized access to or/and alteration of user’s transmissions or/and data or/and arising from any other matter relating to the service, including but not limited to, damages for loss of profits or/and use or/and data or other intangible, even if Seracle has been advised of the possibility of such damages.

User further agrees that Seracle shall not be liable for any damages arising from interruption, suspension or termination of service, including but not limited to direct or/and indirect or/and incidental or/and special consequential or/and exemplary damages, whether such interruption or/and suspension or/and termination was justified or not, negligent or intentional, inadvertent or advertent.

User agrees that Seracle shall not be responsible or liable to the user, or anyone, for the statements or conduct of any third party of the service. In sum, in no event shall Seracle’s total liability to the User for all damages or/and losses or/and causes of action exceed the amount paid by the User to Seracle, if any, that is related to the cause of action.

15. No warranties

We provide Seracle.com, Seracle IP and Seracle.com Products “as is” and “as available”, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of condition, warranty or guarantee. No data, documentation or any other information provided by Seracle or obtained by you from or through the Seracle.com – whether from Seracle or another entity, and whether oral or written – creates or implies any warranty from Seracle to you.

Seracle disclaims any knowledge of, and does not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the Seracle.com; (b) that the Seracle.com Products will meet your specific needs or requirements; (c) that the Seracle.com will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that Seracle will correct any defects or errors in the Seracle.com; or (e) that the Seracle.com is free of viruses or other harmful code. Use of data, products or services that you access, purchase or download through the Seracle.com is done at your own risk – you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access, purchase or download.

Nothing in these Terms of Use operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law to the extent that doing so would: (a) contravene that law; or (b) cause any term of this agreement to be void.

16. Accuracy of materials

The materials appearing on Seracle's website could include technical, typographical, or photographic errors. Seracle does not warrant that any of the materials on its website are accurate, complete or current. Seracle may make changes to the materials contained on its website at any time without notice.However Seracle does not make any commitment to update the materials.

17. EXTERNAL SITES


The Site may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

18. INDEMNIFICATION


You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, or the Site; and/or (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

19. COMPLIANCE WITH APPLICABLE LAWS


The Site is based in India. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of India. If you access the Site, or the Content from outside of India, you do so at your own risk. Whether inside or outside of India, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

20. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

21. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of India without respect to its conflict of laws provisions. Except for proceedings commenced by Seracle to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by Mumbai High court, located in India. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.” You may not assign this Agreement. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. You may not assign this Agreement. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

22. DISCLAIMER OF CONSEQUENTIAL DAMAGES

In no event shall Seracle or any parties, organizations or entities associated with the corporate brand name us or otherwise, mentioned at this Website be liable for any damages whatsoever (including, without limitations, incidental and consequential damages, lost profits, or damage to computer hardware or loss of data information or business interruption) resulting from the use or inability to use the Website and the Website material, whether based on warranty, contract, tort, or any other legal theory, and whether or not, such organization or entities were advised of the possibility of such damages.

a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Use, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Terms of Use, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the Mumbai, India.
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms of Use will affect the right of any party to serve process in any other manner permitted by law.
c. Class Waiver: To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with these Terms of Use, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms of Use or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in these Terms of Use, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of India. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Miami, Florida. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms of Use, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this Section 11 and the rules governing arbitration identified in Section 11.a, the provisions of this Section 11 will prevail. If any provision of these Terms of Use to arbitrate is held invalid or unenforceable, it will be held to the minimum extent required by law and all the other provisions will remain valid and enforceable.

23. Service Level Agreement


Our goal is to provide you, our customer, with the best service & experience. We guarantee 99.99% uptime for any Seracle API plan.

24. Modification and severability

We have the right to change or add to the terms of these Terms of Use at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of Seracle.com by posting such changes on our website or any other website we maintain or own. You can access a copy of the current version of these Terms of Use on our website at any time. You can find out when these Terms of Use were last changed by checking the “Last updated” date at the top of the page.