XIRCLS - Terms Of Use | The World's First Collaborative Marketing SaaS Platform

Terms Of Use

Record of Revisions

1st Revision: 07/09/2018
2nd Revision: 30/12/2019


Terms of Use

Welcome to XIRCLS. The XIRCLS.com website, mobile app, services and network are operated by FirstNucleus Internet Technologies Pvt. Ltd. (collectively, "XIRCLS") and its corporate affiliates (collectively, "us", "we").

By accessing or using XIRCLS, you (the "User") signify that you have read, understood and agreed to be bound by these Terms of Use ("Terms of Use" or "Agreement" or "Terms & Conditions"), whether or not you are a registered member of XIRCLS. We reserve the right at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. We will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site or the App after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these, or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site or the App. It is your responsibility to regularly check the Site or the App to determine if there have been changes to these Terms of Use and to review such changes.

Please read these terms of use carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions, and a dispute resolution clause that governs how disputes will be resolved.


Use of the XIRCLS Software

You may use XIRCLS software solely for the purposes of enabling you to use the XIRCLS Services as provided by XIRCLS, and as permitted by the Conditions of Use, these XIRCLS Software Terms and any Terms. You may not incorporate any portion of the XIRCLS Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the XIRCLS Software or otherwise assign any rights to the XIRCLS Software in whole or in part. You may not use the XIRCLS Software for any illegal purpose. We may cease providing any XIRCLS Software and we may terminate your right to use any XIRCLS Software at any time. Your rights to use the XIRCLS Software will automatically terminate without notice from us if you fail to comply with any of these XIRCLS Software Terms, the Conditions of Use or any other Terms. Additional third party terms contained within or distributed with certain XIRCLS Software that are specifically identified in related documentation may apply to that XIRCLS Software (or software incorporated with the XIRCLS Software) and will govern the use of such software in the event of a conflict with these Conditions of Use. All software used in any XIRCLS Service is the property of XIRCLS and/or its affiliates or its software suppliers and protected by laws of India including but not limited to any other applicable copyright laws.


Use of Third Party Services

When you use XIRCLS Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to separate policies, terms of use, and fees of these third parties.


Sign Up/Registration/Account

You will need to register with us to use XIRCLS. In return for allowing you to use XIRCLS and benefiting from our services, you agree that any information you provide us about yourself at any time will be true, accurate, current and complete and that you will ensure that this information is kept accurate and up to date. If incorrect information is supplied, any contractual obligation XIRCLS has is immediately null and void. It must be noted that XIRCLS is a platform for businesses and you can register your business/organization/society/community with XIRCLS only if it is registered with and under the laws of the Government of India.

If you use the website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner. Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided while registering. You can access and update much of the information you provided us within the 'Login' area of the website. You agree and acknowledge that you will use your account on the website to purchase products only for your business purposes. XIRCLS reserves the right to refuse access to the website, terminate accounts, remove or edit content at any time without notice to you.


Conditions of Registration

By registering for or using the Services, you represent and warrant that:

  • You are eighteen (18) years of age or older. The Services are intended solely for Users who are eighteen (18) years of age or older. Any registration, use of or access to the Services, by anyone under eighteen (18) is unauthorized and is a violation of this Agreement.

  • If you use the Services on behalf of another party you agree that you are authorized to bind such other party to this Agreement and to act on such other party’s behalf with respect to any actions you take in connection with the Services.

  • It is your responsibility to provide accurate, current, and complete information on the registration forms, including a valid email address. If there is ever an abuse issue or we need to contact you, we will use the primary email address we have on file. It is your responsibility to ensure that the contact information for your account is accurate, correct and complete at all times. We are not responsible for any lapse in the Services, including without limitation, any lapsed services due to outdated contact information. If you need to verify or change your contact information, please contact our sales team via email or update your contact information through our support system. Providing false contact information of any kind may result in the termination of your account.

  • You agree to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.


Company Content

Except for User Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “Company Content”), are the proprietary property of the Company or the Company’s licensors. Company Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any Company Content. Any use of Company Content, other than as specifically authorized herein, is prohibited and will automatically terminate your rights to use the Services and any Company Content. All rights to use Company Content that are not expressly granted in this Agreement are reserved by the Company and the Company’s licensors.


E-Platform for Communication

You agree, understand and acknowledge that the website is an online platform that enables you to purchase products listed on the website at the price indicated therein at any time from any location. You further agree and acknowledge that XIRCLS is only a facilitator and is not and cannot be a party to or control in any manner any offers/messages on the website. Accordingly, communication on the website between you and other businesses/merchants on XIRCLS shall be a strictly bipartite contract between you and other merchants.


Your Conduct

You must not use the website in any way that causes, or is intended or likely to cause, the website or access to it to be interrupted, damaged or impaired in any way. You understand that you, and not XIRCLS are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only. You must not use the website for any of the following:

  • For fraudulent purposes, or in connection with a criminal offense or other unlawful activity

  • To send, use or reuse any material that does not belong to you; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, paedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam

  • To intend to and/or cause annoyance, inconvenience or needless anxiety


No Reverse Engineering

You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with the XIRCLS Software, whether in whole or in part, or create any derivative works from or of the XIRCLS Software.


Updates

In order to keep the XIRCLS Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.


Subscriptions & Payments

14-Day Free Trial

If you opt for a 14-Day Free Trial of any Plan, the services committed to in the plan will be made available to you on a trial basis, free of charge until the end of the free trial period. In case you choose to purchase the Service Subscription to the Plan before the expiry of the 14-Day Free Trial period, the paid service shall be deemed to have started after the expiry of the 14-Day Free Trial period, extending to you the full benefits of the 14-Day Free Trial.

The purchased Service Subscription start date will be the day after the expiry of the 14-Day Free Trial period for all subscriptions made during the Trial Period.

Payments & Billing

All our plans have to be purchased in advance, before the selected period begins. We reserve full right to suspend Services to you in case any amount owed by you for our services is 30 or more days overdue.

Free Limits & Overage Charges

Some of our Plans define the Free Limits for distribution of your Offers to customers of other merchants and your own. Usage over these limits requires additional payments for such distribution. Such charges are referred to as Overage Charges. You agree that XIRCLS will charge you as per the rate/s mentioned in the Plan you purchase and you agree to make payment against the same.

Taxes

You shall be responsible for payment of all fees/costs/charges associated with the purchase of products from us and you agree to bear any and all applicable taxes including but not limited to GST, VAT, duties and cesses, etc.

Our primary fees do not include any taxes, levies, duties. Goods and Services Tax of India (GST) will be charged separately at the prevalent rate at the time of collecting payment/generating invoice. We mention Central and State GST separately on our invoice.

You are responsible for paying all taxes associated with your purchases hereunder. We have a legal obligation to pay or collect Taxes for which you are responsible and thus, we will invoice you both our primary fees and taxes mentioned, separately and we will collect that amount that is due to the Government of India and to the State of Maharashtra or to any other state that we have our primary office in and are responsible for paying taxes in that state.

Refunds

At XIRCLS, we strive to create quality software that harnesses the power of collaboration to fulfill your business marketing needs. This section outlines what we will do should we fail to meet your expectations.

Subscription Plans: XIRCLS provides a 14-Day Free Trial for you to try out a Plan before needing to commit. XIRCLS provides you with different pay-as-you-go/pay-per-use payment plans in order to give you the flexibility to choose. In exchange for your upfront commitment to our bulk offer plans, we offer you a significant discount over the already-low subscription rates.

If you are dissatisfied with our service anytime during the Plan’s tenure, please contact us. We will do our best to resolve your issue, provide a work-around or give a timeline for a solution that will meet your needs.

Cancel Anytime Policy

For cancellations at any time during the Plan’s tenure, you will get a full refund of unutilised services i.e a full refund of the balance subscription period after deduction of charges pro-rata for the period that you have utilised the services.


Our Responsibilities

Service:

We will provide the Services as confirmed in the plan you purchase. XIRCLS is committed to providing standard support for the Purchased Services to you at no additional charge, and/or upgraded support if purchased. We will make commercially reasonable efforts to make our Purchased Services available 24 hours a day, 7 days a week, except for planned downtime and any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack.

Protection of Your Data:

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. The safeguards will include measures for preventing access, use, modification or disclosure of your data by our personnel except to provide the Purchased Services and prevent or address service or technical problems, and as compelled by law.

Our Employees:

We will be responsible for the performance of our employees and their compliance with our obligations.


Beta Services

From time to time, we may make Beta Services available to you at no charge. You may choose to try such Beta Services or not at your sole discretion. Beta Services are intended for evaluation purposes and not for production use. These Services are not supported and may be stopped or withdrawn altogether without any notice or explanation.


Eligibility

XIRCLS reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by XIRCLS.


Copyright

All content included on XIRCLS, including but not limited to the XIRCLS logo, logos of XIRCLS Software Services, website design, text, graphics, audio clips, visual clips, logos, button icons and the selection and arrangement thereof, is the property of XIRCLS or its content suppliers and is protected by Indian and international copyright laws. All software used on this website is the property of XIRCLS and is protected by Indian and international copyright laws. ALL RIGHTS ARE RESERVED. Permission is granted to electronically copy and print in hard copy portions of this website and app for the purposes of understanding or using this website as a resource. Any other use of materials on this website, including but not limited to reproduction for purposes other than those noted above, modification, distribution, transmission, broadcasting, republication, downloading or uploading without the prior written permission of XIRCLS is strictly prohibited.


Trademarks

XIRCLS, the XIRCLS logo, logos of XIRCLS Software Services, and all page headers, custom graphics and button icons are service marks, trademarks, and/or trade dress of XIRCLS. All other trademarks, product names and company names or logos cited herein are the property of their respective owners. You are not permitted to use the XIRCLS Trademarks or Third Party Trademarks without the prior written consent of XIRCLS or such third parties that may own the Trademarks.


Content Supplied by Users

This provision does not relate to any personal data that you submit which will be dealt with in accordance with the provisions of our ‘Privacy Policy’ which is part of these Terms and Conditions.

If you send communications or materials to this website by electronic mail or otherwise, concerning any comments, questions, suggestions or the like, all such communications are, and will be treated as non-confidential and non-proprietary. Thus, you give up any claim that any use of such material infringes any of your rights, including without limitation moral rights, proprietary rights or any other right, including the right to approve the way in which XIRCLS uses such material. Any material submitted to this website or app, may be adapted, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted or used by XIRCLS anywhere in the world, in any medium, in perpetuity.


Privacy Policy

We strive to ensure that personal information collected by XIRCLS is secure and is maintained in conformity with current industry standards. Such personal information resides on a secure server that only selected Company representatives have access to via password, thereby preventing unauthorized parties from viewing such information when transmitted to us. Further, credit card transactions and order/service fulfillment are handled by established third-party banking, processing agents and distribution institutions and XIRCLS, nor its authorized distributor, store any information with respect to your credit/debit card/net banking details. Such third parties shall receive the information needed to verify and authorize your credit card or other payment information and to process and ship your order.


Use of XIRCLS

You agree that you will only use XIRCLS in a way which is consistent with the Terms and Conditions and which complies with applicable laws and regulations. In particular, you agree that you will not use XIRCLS to upload or send any material which contains software viruses or other codes, files or programs designed or intended to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment or in any other manner which would interfere with or disrupt XIRCLS or any other business, organisation or personal entity anywhere.


Termination

XIRCLS may terminate your account, delete your profile and any content or information that you have posted on XIRCLS or through any Platform Application and/or prohibit you from using or accessing the Service or the Site and the App or any Platform Application (or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion.

XIRCLS reserves the right to delete or disable users for any inappropriate activity or content without any notice. XIRCLS does not take any responsibility for the content uploaded by the users. The users of XIRCLS will be responsible for their content. If anyone has any objections to any content, they should contact support@xircls.com with a description of the content and their concerns and if required, XIRCLS reserves the right to change the terms and conditions at any time without prior notice.

We reserve the right to modify or discontinue XIRCLS for any reason and without notice, as required.


Availability

XIRCLS will use all reasonable endeavors to ensure that its services are fully operational at all times. However we cannot guarantee that the medium of discharging the services e.g website, app will be fault-free. In particular, access to XIRCLS may be interrupted or restricted to allow for emergency or routine repairs or maintenance to be carried out or for the introduction of new facilities or services.

Further, by using XIRCLS, you acknowledge and agree that the Internet uses elements and relies upon services, input and facilities which are not within the control of XIRCLS and if XIRCLS is totally or partially prevented or delayed in the performance of any of its obligations in providing a particular service, such a situation will constitute a ‘force majeure’ and XIRCLS shall be excused the performance for so long as such a situation endures.

For the purposes of these Terms and Conditions, the term ‘force majeure’ shall be deemed to include any cause affecting the performance by XIRCLS of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of XIRCLS and in particular, but not by way of limitation, shall include strikes, lock-outs, other industrial action, actual or threatened terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat or preparation for war, fire, technical or power failure, software, hardware or telecommunication or other network failures, interruptions, disruptions or malfunctions, explosions, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural or physical disaster, any legislation, regulation, rule or ruling of government, court or any competent authority.


Indemnification

You agree to indemnify, defend and hold XIRCLS and all of their associate companies, their directors, employees, information providers, licensors and licensees, officers and partners, (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, legal fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms and Conditions. You will co-operate as fully and as reasonably required by XIRCLS as the case may be, in defense of any claim. XIRCLS reserves the right to assume the exclusive defense and control of any matter and you shall not in any event settle any matter without the written consent of XIRCLS.


Alterations

We may amend our website, our software code, applications and our services in any way and at any time with or without notice to you.


Miscellaneous

The Terms of Use together with our Privacy Policy contain the full and complete understanding between XIRCLS and you. No advice or information, whether oral or written, obtained by you through or from the website or from any conversations with our staff will operate to vary these terms of use. The Terms of Use together with our Privacy Policy and all contracts made under them shall also continue for the benefit of any successors and assignees of XIRCLS.


Email Service

In situations where XIRCLS gives you the option to subscribe to its email service which will update you with news or information which it considers to be of interest to you, your use of the content received through the email service will be subject to these Terms and Conditions.


Warranties

XIRCLS makes no warranties or representations about the accuracy or completeness of XIRCLS’ content or the content of any site, app or external sites. XIRCLS and the materials, information, services, and products on XIRCLS, including, without limitation, text, graphics, and links, are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, XIRCLS disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, freedom from computer virus, and warranties arising from course of dealing or course of performance.

XIRCLS does not represent or warrant that the functions contained in XIRCLS will be uninterrupted or error-free, that defects will be corrected, or that XIRCLS or the server/s that makes the XIRCLS Software available are free of viruses or other harmful components. XIRCLS does not make any warranties or representations regarding the use of the materials on XIRCLS in terms of their completeness, correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise.


Limitation of Liability

In no event shall XIRCLS be liable for any direct, indirect, special, punitive, incidental, exemplary or consequential damages, or any damages whatsoever, even if XIRCLS has been previously advised of the possibility of such damages, whether in an action under contract, negligence, or any other theory, arising out of or in connection with the use, inability to use, or performance of the information, services, products, and materials available from XIRCLS. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.


Losses

We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the website.


Disclaimer

You acknowledge and undertake that you are accessing the services on the XIRCLS website and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the website. We shall neither be liable nor responsible for any actions or inactions of sellers nor any breach of conditions, representations or warranties by businesses/merchants and hereby expressly disclaim and any all responsibility and liability in that regard. We shall not mediate or resolve any dispute or disagreement between you and other businesses/merchants.

We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the XIRCLS website. While we have taken precautions to avoid inaccuracies in content, this website, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products or product information on the website by other businesses/merchants. At no time shall any right, title or interest in the communication or products sold through or displayed through XIRCLS vest with XIRCLS nor shall XIRCLS have any obligations or liabilities in respect of any transactions on the websites of businesses/merchants listed on XIRCLS.


Waiver

If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in that same situation at any other time deemed appropriate by us or any other situation where you breach these conditions.


Governing Law

These Terms and Conditions and any contracts made under them are governed by and shall be governed and construed in accordance with the laws of India whose courts shall be courts of Mumbai Jurisdiction. We make no representation that materials on XIRCLS are appropriate or available for use in other locations, and that accessing them from territories where their contents are illegal or prohibited. Customers who access XIRCLS from locations outside India do so at their own risk and on their own initiative and are responsible for compliance with local laws, to the extent that any local laws are applicable. Nothing in these Terms shall in any way be deemed to restrict or affect your statutory rights under Indian law.


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