ProManage Platforms Pvt Ltd (‘ProManage’/’Company’) provides the access to the services, applications, products and content (herein after collectively referred to as the "Services") to the Customer, subject to Customer’s compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between the Company and Customer.
ProManage is engaged in the business of providing a platform with associated tools and services to businesses for managing their digital presence and engagement with their customers and prospects.
Customer is engaged in the business of providing services to consumers and is desirous of utilizing the services of ProManage to manage their digital presence across multiple platforms.
ProManage and Customer wish to enter into this Agreement whereby ProManage provides access to the platform to synchronize the information and Data transmitted by the customers to the partner (defined below) and Updated Information Services (defined below).
As used in this Agreement, the following terms shall have the following meanings with such meanings to be equally applicable to both the singular and plural forms of the terms defined:
"Agreement" means this License Agreement, along with order form, privacy policy and any other terms of use provided in the platform and any agreements, schedules or exhibits supplementing or amending this Agreement.
"Fees" means the amount payable by Licensee for access to and use of the Service "Information" means the information provided by customers for synchronization to partner platforms, collectively. "Order form" is the final contract between the ProManage and the Customer.
"Proprietary Information" means the Service and all other data, manuals, documentation, algorithms, and other information that may be disclosed or provided to Licensee in the course of providing the Service, and all intellectual property rights thereon.
"POI (Point of Interest)" address of a point of sales or a service of a customer.
"Partner Platforms" Google My Business & Google Maps, Waze, TompointTom, Here, Foursquare, Factual, Facebook local, Bing, Hotfrog, MMI, Instagram and Apple.
"Service" means providing the ProManage platform with associated tools and services to Customer for managing their digital presence and engagement with their consumers and prospects. Service includes synchronization of information provided by the customer and any software applications provided by ProManage to the Customer. Service also includes corrections, enhancements, updates.
"Updated Information Service" means the service provided by ProManage to Licensee whereby the Information is updated on an on-going basis upon receipt of data from customers.
Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay for the Service), ProManage provides a platform with associated tools and services to customers for managing their digital presence and engagement with their consumers and prospects, and for the purposes of synchronization of customer data across partner platforms.
The Partner platforms can, at any time freely change their graphic policy, posting policy and commercial policy with respect to the posting of content. ProManage can therefore not engage in an obligation to achieve results with respect to the publishing of certain content and Data on certain platforms or even with respect to the simple publishing of information on a particular site. However, ProManage commits to do its utmost to ensure that the Data published by the Customer is published on the Partner sites as quickly as possible.
The customer remains responsible for information published on the public files of the Partners platform before, during and after the assured provision by the ProManage. They retain the option to modify this information themselves by following the Partners instructions.
2.2 Publishable dataThe customer commits to do submit correct information with respect to its business for integration and synchronization of its point of sale integrate the maximum possible Data published by the Customer, notably:
The Customer commits to update the Data on this file regularly and at least before each update.
The Customer commits to do its utmost to help the ProManage if they require complementary information to keep within the written obligations. The Customer commits to only update the ProManage with lawful content, free from any violation of public order, morality or the rights of third parties.
2.3 Restrictions on UseCustomer represents and warrants to ProManage, both during and after the term of this Agreement, the following provisions:
3.1 Fees In consideration of the platform provided hereunder, Customer will pay ProManage the Fees as more specifically described in e-orders.
3.2 Taxes Fees are exclusive of goods and services tax and other taxes, which are the responsibility of Licensee. ProManage shall charge Customer applicable GST; Customer shall be responsible for filing all other taxes.
3.3 Billing; Payments; Customer shall pay ProManage an advance payment towards the services described in e-orders, and ProManage will invoice Customer for all Fees incurred paid by the Customer. In the event of any litigation or other action involving this Agreement, the prevailing party shall be entitled to reasonable attorney fees and court costs including at trial, on any appeal, and/or in a bankruptcy or similar proceeding, in addition to any other recovery to which it is entitled.
Subject to ProManage's terms and policies, the Company shall offer full refund to the customer, provided the refund request is raised within 7 days after completion of 2 months from profile creation.
5.1 Term. The term of this Agreement shall be for a period of 3 months, 6 months, 12 months, as specified in the Order form.
5.2 Termination. ProManage may terminate this Agreement without any cause, at its discretion by sending a written intimation to other party. Licensee may terminate this Agreement upon fifteen (15 days prior written notice. Except for the termination provisions in Section 3.4 (Audits), if either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within thirty (15) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party. Notwithstanding the foregoing, if Licensee is in breach under Section 3 (Fees) of this Agreement, ProManage may terminate this Agreement effective immediately after giving Licensee written notice of such default.
5.3 Payment Upon Expiration or Earlier Termination Upon the expiration or termination of this Agreement as set forth above in Subsections 5.1 (Term) and 5.2 (Termination), Licensee shall pay ProManage in full for all services actually delivered and services actually performed by ProManage under this Agreement prior to the effective date of such expiration or termination.
PROMANAGE DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS VALID, COMPLETE, FREE FROM ERROR, WILL MEET CUSTOMER’S NEEDS, OR THAT THE SERVICE WILL BE PROVIDED ON AN UNINTERRUPTED BASIS AND THE PROMANAGE EXPRESSLY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. THE PROMANAGE DO NOT ASSUME, AND EXPRESSLY DISCLAIM, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS, DELAYS IN NOTIFICATION OR OMISSIONS IN THE SERVICE. WHETHER SUCH ERRORS, DELAYS IN NOTIFICATION OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
PROMANAGE SHALL HAVE NO LIABILITY UNDER OR RELATED TO THIS AGREEMENT, WITH THE EXCEPTION OF BREACH OF INTELLECTUAL PROPERTY, WHICH SHALL BE LIMITED AS FOLLOWS: PROMANAGE’ TOTAL LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER BREACH OF INTELLECTUAL PROPERTY SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE GREATER OF (I) ONE THOUSAND RUPEES (INR 1000/-) OR (II) ALL FEES PAID BY CUSTOMER TO PROMANAGE UNDER THIS AGREEMENT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. PROMANAGE SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF PROMANAGE IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
Customer agrees to indemnify and hold ProManage harmless from and against all claims of third parties arising out of or related to the use of the Service by the Customer, or attributable to Customer’s breach of this Agreement. ProManage shall control the defense and any settlement of such claim and shall cooperate with Customer shall cooperate with ProManage in defending against such claim.
Customer acknowledges that ProManage facilitates synchronization of Information is submitted by the Customer with partner platforms. ProManage shall use good faith in attempting to obtain information and upload it against respective point of sale under partner platforms, in ProManage’s sole judgment, but does not guarantee the accuracy of the information furnished. Customer also acknowledges that for the consideration tendered hereunder ProManage cannot be an insurer of the accuracy of the information and that the terms under which the Information is provided under this Agreement are based upon the parties’ expectation and agreement that the risk of any loss that may be incurred by use of the Information will be borne by Customer and not ProManage. Customer agrees that the Information is secured by and through fallible human sources, that ProManage does not undertake a separate investigation for each individual listed, and that ProManage makes no representations regarding the any individual listed in the Information. Customer therefore agrees that it is responsible for determining that the Information is acceptable and in accordance with ProManage’s obligations under this Agreement. If Customer reasonably determines that the Information does not meet ProManage’s obligations under this Agreement, Customer shall notify ProManage in writing within thirty (30) days after receipt of the Information. Customer’s failure to so notify ProManage shall mean that Customer accepts the Information is true and correct, and ProManage shall have no liability whatsoever for the Information
In the case of force majeure, the obligations of both parties will be suspended. By express agreement, constituting a force majeure, disturbances of the telecommunications network as well as all attributable unavailability which is not caused by the ProManage and is out of its control.
In the case that force majeure persists for longer than sixty (60) days, the present contract may be automatically terminated by one of the other of the parties.
The parties intend to give exclusive jurisdiction to the High Court of Madras and subordinate courts thereto for any dispute concerning the validity, interpretation, execution or breach of the present contract.
ProManage might make changes to the Terms at any time. Any changes ProManage makes will be effective immediately when a revised version of the Terms are posted on the Site. The "Last Updated” date above will tell you when the Terms were last revised. By continuing to use the Site after that date, you agree to the changes. To the extent that these Terms differ from a prior version of the Terms which you had previously agreed to, this version of the Terms supersedes and governs.
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