PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY
The agreement set out below captures the terms and conditions of use ("Agreement"), applicable to Your use of the web-link: https://open.money/apps/hub and/or the mobile application of ‘Open’ (collectively, " OPEN HUB"), which promotes business between sellers and buyers. It is an agreement between You, as the user of OPEN HUB, and Open Financial Technologies Pvt. Ltd. ("OPEN"). The expressions “You”, “ Your” or “User(s)” refers to any person who accesses or uses OPEN HUB for any purpose.
If You do not agree to or do not wish to be bound by the Agreement, You may not access or otherwise use OPEN HUB in any manner whatsoever.
OPEN HUB - MERELY A PLATFORM
OPEN HUB merely serves as a platform for a User desiring to sell or supply goods or services, to receive a request for proposal from interested buyers. The payment is completed and directly between the seller and the buyer. OPEN and/or OPEN HUB is not a party to any negotiations that take place between the User(s) of OPEN HUB and further not a party to any agreement (including but not limited to an agreement for sale or supply of goods or services or otherwise), concluded between the User(s) of OPEN HUB.
The Users are ultimately responsible for choosing and/or interacting with other Users on OPEN HUB and OPEN is only a facilitator that shall not be held responsible or liable for the selection and/or interaction of the Users with other Users on OPEN HUB.
Further, OPEN does not control and is not liable in respect of or responsible for the logistics and shipping, delivery, delivery tracking, returns, quality, safety, genuineness, lawfulness or availability of the products or services offered for sale on OPEN HUB nor does Open take any responsibility for the ability of the User(s) selling or supplying the goods or services to complete a sale or the ability of User(s) purchasing goods or services to complete a purchase. This Agreement shall not be deemed to create any partnership, joint venture, or any other joint business relationship between OPEN and any other party whatsoever.
SERVICES PROVIDED BY OPEN
OPEN provides the following services to its Users:
- "Verified" User(s): Users are said to be verified if any of their provided primary/ secondary, mobile or email is verified by OPEN.
User(s) represent and warrant that they have the right to avail or use the services provided by OPEN, including but limited to OPEN HUB ("OPEN’s Services"). OPEN’s Services can only be availed by those individuals or business entities, including sole proprietorship firms, companies and partnerships, which are authorised under applicable law to form legally binding agreements. As such, natural persons below 18 years of age and business entities or organisations that are not authorised by law to operate in India or other countries are not authorised to avail or use OPEN’s Services.
User(s) agree to abide by the Agreement and any other rules and regulations imposed by the applicable law including but not limited to the Legal Metrology Act 2009, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006 and the Drugs and Cosmetics Act, 1940 and the rules made thereunder from time to time. OPEN and/or OPEN HUB shall have no liability to the User(s) or anyone else for any content, information or any other material transmitted over OPEN’s Services, including any fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User(s).
OPEN and/or OPEN HUB shall not be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property rights of and/or in relation to any User information. The User(s) shall do their own due diligence before entering into any transaction with other users on OPEN HUB.
OPEN at its sole discretion reserves the right to refuse OPEN’s Services to anyone at any time for any reason whatsoever. OPEN’s Services are not available and may not be availed or used by User(s) whose accounts have been temporarily or indefinitely suspended by OPEN.
This Agreement applies to any person who accesses or uses OPEN HUB for any purpose. It also applies to any legal entity which may be represented by any person who accesses or uses OPEN HUB, under actual or apparent authority. User(s) may use OPEN HUB solely for their commercial/business purposes.
This Agreement applies to all services offered on OPEN HUB by OPEN, collectively with any additional terms and conditions that may be applicable in respect of any specific service used or accessed by User(s) on OPEN HUB. In the event of any conflict or inconsistency between any provision of this Agreement and any additional terms and conditions applicable in respect of any specific service offered on OPEN HUB, such additional terms and conditions applicable in respect of that service shall prevail over this Agreement.
AMENDMENT TO USER(S) AGREEMENT
OPEN reserves the right to change, modify, amend, or update the Agreement from time to time, in whole or in part, without any prior notice to the User, provided, however, that, a notification of such change, updation or modification will be made available on OPEN HUB. If You do not agree to such provisions, You must stop using the service with immediate effect. Your continuous use of the service will be deemed to signify Your acknowledgement and acceptance of the amended provisions of the Agreement.
OPEN has the right to modify, suspend or terminate all or any part of the OPEN Services including its features, structure, fees and layout, and/or suspend or deactivate, whether temporarily or permanently, the User account and/or User’s access to OPEN HUB, at any time, without any prior notice to the User.
OPEN shall endeavor to provide the User an advance notice, without any obligation to do so, of any suspension or deactivation of OPEN HUB for the purposes of repair, any inspection or testing by a government authority, or for maintenance, upgradation, testing or any other reason as OPEN may deem fit. OPEN shall use its best efforts to rectify any disruption of or rectify an error on its site and restore regular operations of the site.
INTELLECTUAL PROPERTY RIGHTS
OPEN is the sole owner and the lawful licensee of all the rights to OPEN HUB and its content ("OPEN HUB Content"). OPEN HUB Content means and includes any design, layout, text, images, graphics, sound, video etc. made available on OPEN HUB. OPEN HUB embodies trade secrets and other intellectual property rights protected under worldwide copyright and other applicable laws pertaining to intellectual property. All title, ownership and intellectual property rights in OPEN HUB and OPEN HUB Content shall remain solely with OPEN, its affiliates or licensors of OPEN HUB content, as the case may be.
All rights, not otherwise claimed under this Agreement by OPEN, are hereby reserved. Any information or advertisements contained on, distributed through, or linked, downloaded or accessed from any of the services contained on OPEN HUB or any offer displayed on or in connection with any service offered on OPEN HUB ("OPEN HUB Information") is intended, solely to provide general information for the personal use of the User(s), who fully accept any and all responsibility and liabilities arising from and out of the use of such Information. OPEN does not represent, warrant or endorse in any manner the accuracy or reliability of OPEN HUB Information, or the quality of any products and/or services obtained by the User(s) as a result of any OPEN HUB Information.
OPEN HUB Information is provided “as is” with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of the Information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Nothing contained in the Agreement shall to any extent substitute for the independent investigations and the sound technical and business judgment of the User(s).
In no event shall OPEN be liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to OPEN’s Services. User(s) hereby acknowledge that any reliance upon the Information shall be at their sole risk and further understand and acknowledge that the Information has been compiled from publicly aired and published sources. OPEN respects the rights of such entities and cannot be deemed to be infringing on the respective copyrights or businesses of such entities. OPEN reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Information.
"Open" and related icons and logos are registered trademarks or trademarks or service marks of OPEN in various jurisdictions and are protected under applicable copyright, trademark and other proprietary and intellectual property right laws. The unauthorized adoption, copying, modification, use or publication of these marks is strictly prohibited.
All Web Site Content including OPEN HUB Information is copyrighted to OPEN excluding any third-party content and any links to any third-party websites being made available or contained on the Web Site. User(s) may not use any trademark, service mark or logo of any independent third parties without prior written approval from such parties.
User(s) acknowledge and agree that OPEN is not an arbiter or judge of disputes concerning intellectual property rights of the Users and as such cannot verify that User(s) selling or supplying merchandise or providing services on the Web Site have the right to sell the merchandise or provide the services offered by such User(s). OPEN encourages User(s) to assist OPEN in identifying listings on the Web Site which in the User(s) knowledge or belief infringe their rights. User(s) further acknowledge and agree that by taking down a listing, OPEN does not and cannot be deemed to be endorsing a claim of infringement and further that in those instances in which OPEN declines to take down a listing, OPEN does not and cannot be deemed to be endorsing that the listing is not infringing of any third party rights or endorsing any sale or supply of merchandise or services pursuant to or on account of such listing.
OPEN respects the intellectual property rights of others, and we expect our User(s) to do the same. User(s) agree to not copy, download or reproduce the Web Site Content, Information or any other material, text, images, video clips, directories, files, databases or listings available on or through the Web Site ("OPEN Content") for the purpose of re-selling or re-distributing, mass mailing (via email, wireless text messages, physical mail or otherwise) operating a business competing with OPEN, or otherwise commercially exploiting the OPEN Content unless otherwise agreed between the parties. Systematic retrieval of OPEN Content to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from OPEN is prohibited.
The User agrees that the User shall not upload, post or otherwise make available on the OPEN HUB, any intellectual property of a third party without the express permission of the concerned owner of such intellectual property and the User shall be solely liable for any damage resulting from any infringement of such intellectual property.
In addition, use of the OPEN Content for any purpose not expressly permitted in this Agreement is prohibited and OPEN reserves the right to initiate appropriate legal proceedings against any User or third party for an infringement of Open’s intellectual property rights, in accordance with applicable law. User(s) agree that as a condition of their access to and use of OPEN 's Services, they will not use OPEN’s Services to infringe the intellectual property rights of any third parties in any way. OPEN reserves the right to terminate the right of any User(s) to access or use OPEN’s Services for any infringement of the rights of third parties in conjunction with use of the OPEN’s Services, or in the event OPEN is of the belief that User(s) conduct is prejudicial to the interests of OPEN, its affiliates, or other User(s), or for any other reason, at OPEN’s sole discretion, with or without cause.
URL’s/ Sub-domain names assigned by OPEN to User(s) (including both paid and free User(s)) are the exclusive property of OPEN and it cannot be assumed to be permanent in any case. OPEN reserves the right, without prior notice, at any point of time, to suspend or terminate or restrict access to or edit any URL's/Sub-domain names. IN ALL SUCH CASES, OPEN WILL NOT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION OR OTHERWISE.
Operational Hazards: OPEN does not warrant in any manner whatsoever that the OPEN HUB or any other software utilized by OPEN for internal purposes, shall at all times remain free from any harmful components and operational hazards such as computer virus, worms, trojans and such related components that might be a threat to the information available with OPEN. OPEN shall endeavor to keep the OPEN HUB secured against any possible bugs, viruses or other technical problems in compliance with the best practices of this industry however, OPEN shall not be held liable for any damage or injury caused due to any performance, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, link failure, site crash, malfunctioning of software/ hardware, unavailability of network, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether resulting in whole or in part from OPEN’s negligence or otherwise.
LINKS TO THIRD PARTY SITES
Links to third party sites are provided on OPEN HUB as a convenience to User(s). User(s) acknowledge and agree that OPEN does not have any control over the content of such websites and/ or any information, resources or materials provided therein on those websites.
Although OPEN may allow User(s) to access the content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to the websites of such third parties ("Third Party Websites"), in this regard, OPEN advises its User(s) to read the terms and conditions of use and/or privacy policies applicable in respect of such Third Party Websites prior to using or accessing such Third Party Websites. Users acknowledge and agree that OPEN has no control over any content offered on such Third Party Websites and that OPEN does not monitor such Third Party Websites, and shall in no manner be deemed to be liable or responsible to any person for such Third Party Sites, or any content, products or services made available thereof.
Most content and some of the features on OPEN HUB are made available to User(s) free of charge. However, OPEN HUB reserves the right to terminate access to certain areas or features of OPEN HUB (to paying or registered User(s)) at any time without assigning any reason and with or without notice to such User(s). OPEN HUB also reserves the universal right to deny access to particular User(s) to any or all of its services or content without any prior notice or explanation in order to protect the interests of OPEN and/ or other User(s) of OPEN HUB. OPEN further reserves the right to limit, deny or create different access to OPEN HUB and its features with respect to different User(s), or to change any or all of the features of OPEN HUB or introduce new features without any prior notice to User(s).
OPEN reserves the right to terminate the membership/subscription of any User(s) temporarily or permanently for any of the following reasons:
- If any false information is provided by the User(s) in connection with their account registered with OPEN, or if such User(s) are engaged in fraudulent or illegal activities/transactions.
- If such User(s) breaches any provisions of the Agreement or any applicable law laws including but not limited to the Legal Metrology Act 2009, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006, the Information Technology Act, 2000 and the Drugs and Cosmetics Act, 1940 and the rules made thereunder.
- If such User(s) utilizes OPEN HUB to send spam messages or send otherwise duplicative or unsolicited messages in violation of applicable.
- If such User(s) posts any material that is not related to international trade or business cooperation.
- If such User(s) sends or stores infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or where the User(s) sends or stores material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs.
- If such User(s) impersonates or unlawfully uses another person’s or business entity’s name to post information or conduct business in any manner.
- If such User(s) is involved in unauthorized access, use, modification, or control of OPEN HUB database, network or related services or where the User modifies or makes derivative works based upon the Open Hub Content.
- If such User(s) obtains by any means another registered User(s) Username and/or Password and thereby interferes with or disrupts the integrity or performance of the Open Hub Services or the data contained therein.
- If such User(s) reverse engineers or accesses Open’s Services in order to (a) build a product competitive with Open’s Service, (b) build a product using ideas, features, functions or graphics similar to those of Open’s Service, or (c) copy any ideas, features, functions or graphics contained in Open’s Service.
- Or any other User(s) activity that may not be in accordance with the ethics and honest business practices.
If OPEN terminates the membership of any registered User(s) including those User(s) who have subscribed for the paid services of OPEN, such person will not have the right to re-enrol or join OPEN HUB under a new account or name unless invited to do so in writing by OPEN In any case of termination, no subscription/membership fee/charges paid by the User(s) will be refunded to such User(s). User(s) acknowledge that inability to use OPEN HUB wholly or partially for whatever reason may have adverse effect on their business. User(s) hereby agree that in no event shall OPEN be liable to any User(s) or any third parties for any inability to use OPEN HUB whether due to disruption, limited access, changes to or termination of any features on OPEN HUB or otherwise due to any delays, errors or omissions with respect to any communication or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use OPEN HUB or any of its features.
To become a registered User(s) of OPEN HUB, a proper procedure has been made available on OPEN HUB which is for the convenience of User(s) so that they can easily use the website.
User(s) can become registered User(s) by filling an on-line registration form on the web site by providing the required information (including name, contact information, details of User(s) business, etc.). OPEN HUB will establish an account (" Account") for the User(s) upon successful registration and will assign a user alias ("User ID") and password ("Password") for log-in access to the User(s)’s Account. OPEN may at its sole discretion assign to User(s) upon registration a web-based email or messaging account (“Email Account”) with limited storage space to send or receive emails or messages. Users will be responsible for the content of all the messages communicated through the account and shall be liable for all acts conducted through the User’s Account and shall be responsible for the safekeeping of the details and password of the Account.
User(s) registering on OPEN HUB on behalf of business entities represent and warrant that: (a) they have the requisite authority to bind such business entity to this Agreement; (b) the address provided by such User(s) at the time of registration is the principal place of business of such business entity; and (c) all other information provided to OPEN during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office of a User(s) will not be considered a separate entity and the principal place of business of the User(s) will be deemed to be that of its head office.
User(s) agree that by registering on OPEN HUB, they consent to the inclusion of their personal data in OPEN’s on-line database and authorize OPEN to share such information with other User(s) for the purposes including those set out below:
- provision of Open’s Services in accordance with the Agreement;
- disclosure of User information to its directors, officers, employees, advisors, auditors, counsel, or its authorized representatives on a need to know basis for provision of Open’s Services;
- contacting a third-party service provider and/ or facilitating/ enabling the services of a third-party service provider for the User pursuant to the arrangement between Open and such third-party service provider;
- conducting internal studies, consumer research, surveys and preparing reports in connection with Open’s Services;
- entering the registration data for an Account or receiving alerts, contacting an interested seller/ buyer;
- sending alerts, contact details, promotional messages and promotional calls whether by OPEN itself or through its partners/ vendors and sub-partners/ sub-vendors; and
- disclosing to third parties (including law enforcement agencies) personally identifiable information where OPEN has reasonable cause to believe that the Users are guilty of any conduct prohibited by any applicable laws including but not limited to the Legal Metrology Act 2009, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006, the Information Technology Act, 2000 and the Drugs and Cosmetics Act, 1940 and any rules made thereunder.
OPEN may refuse registration and deny the membership and associated User ID and Password to any User(s) for whatever reason. OPEN may suspend or terminate a registered membership at any time without any prior notification in the interest of OPEN or in the general interest of its User(s) without assigning any reason thereof and in this regard, there shall arise no further liability on OPEN of whatsoever nature due to the suspension or termination of any User account. User(s) registered on OPEN HUB are in no manner a part of or affiliated to OPEN.
User(s) further agrees and consents to be contacted by OPEN through phone calls, SMS notifications or any other means of communication, in respect to the services provided by OPEN even if contact number(s) provided to OPEN upon registration are on the Do Not Call Registry.
X. DATA PROTECTION
POSTING YOUR CONTENT ON WEBSITE
Some content displayed on OPEN HUB is provided or posted by third parties. User(s) can post their content on some of the sections/services of OPEN HUB using the self-help submit and edit tools made at the respective sections of OPEN HUB. User(s) may need to register and/or pay for using or availing some of these services. OPEN does not pre-screen such user generated content. The user generated content does not reflect OPEN’s views, opinions, beliefs, morals or values.
User(s) understand and agree that OPEN in such case is not the author of the content and that neither OPEN nor any of its affiliates, directors, officers or employees have entered into any arrangement including any agreement of sale or agency with such third parties by virtue of the display of such content on OPEN HUB. User(s) further understand and agree OPEN is not responsible for the accuracy, propriety, lawfulness or truthfulness of any third party content made available on OPEN HUB and shall not be liable to any User(s) in connection with any damage suffered by the User(s) on account of the User(s)’s reliance on such content. OPEN shall not be liable for any User(s) activities on OPEN HUB, and shall not be liable to any person in connection with any damage suffered by that person as a result of any User's conduct.
User(s) solely represent, warrant and agree to:
- provide OPEN with true, accurate, current and complete information to be displayed on OPEN HUB;
- maintain and promptly amend all information provided on OPEN HUB to keep it true, accurate, current and complete.
User(s) hereby grant OPEN HUB an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to display and use all information provided by them in accordance with the purposes set forth in the Agreement and to exercise the copyright, publicity and database rights User(s) have in such material or information, in any form of media, third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on OPEN HUB, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on OPEN HUB (hereafter referred to as "Third Party Rights").
User(s) hereby represent, warrants and agree that User(s) shall be solely responsible for ensuring that any material or information posted by User(s) on OPEN HUB or provided to OPEN HUB or authorized by the User(s) for display on OPEN HUB Site, does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such Third Party Rights. User(s) hereby represent, warrant and agree that they have the right to manufacture, offer, sell, import and distribute the products offered and displayed on OPEN HUB, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
User(s) agree that they will not use OPEN HUB Content and/or OPEN’s Services to send junk mail, chain letters or for spamming. Further, registered User(s) of OPEN HUB agree that they will not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information. User(s) further hereby represent, warrant and agree that any content, material or information submitted to OPEN for display on OPEN HUB or transmitted or sought to be transmitted through Open’s Services does not and shall at no point:
- Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law or otherwise promote other illegal activities;
- Belong to another person to which User(s) do not have any right ;
- Be part of a scheme to defraud other User(s) of OPEN HUB or for any other unlawful purpose;
- Be intended to deceive or mislead the addressee about the origin of such messages or to communicate any information which is grossly offensive or menacing in nature;
- Relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
- Violate any applicable law, statute, ordinance or regulation including but not limited to the Legal Metrology Act 2009, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006 and the Drugs and Cosmetics Act, 1940 and the rules made thereunder (or any other statute governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- Be defamatory, abusive libelous, unlawfully threatening, unlawfully harassing, grossly harmful, indecent, seditious, blasphemous, pedophilic, hateful, racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, leading to breach of confidence, or otherwise unlawful or objectionable in any manner whatever;
- Be vulgar, obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any law or regulation;
- Solicit business from any User(s) in connection with a commercial activity that competes with OPEN;
- Threaten the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
- Contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information or that are designed to interrupt, destroy or limit the functionality of any computer resource;
- Link directly or indirectly to or include descriptions of goods or services that are prohibited under the prevailing law; or otherwise create any liability for OPEN or its affiliates.
OPEN reserves the right in its sole discretion to remove any material/content/photos/offers displayed on OPEN HUB which in OPEN’s reasonable belief is unlawful or could subject OPEN to liability or is in violation of the Agreement or is otherwise found inappropriate in OPEN's opinion. OPEN reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.
In connection with any of the foregoing, OPEN reserves the right to suspend or terminate the Account of any User(s) as deemed appropriate by OPEN at its sole discretion. User(s) agree that OPEN shall have no liability to any User(s), including liability in respect of consequential or any other damages, in the event OPEN takes any of the actions mentioned in this provision.
User(s) understand and agree that OPEN HUB acts as a content integrator and is not responsible for the information provided by User(s) displayed on OPEN HUB. OPEN does not have any role in developing the content displayed on OPEN HUB. OPEN has the right to promote any content including text, images, videos, brochures etc. provided by User(s) on various platforms owned by the company.
INTERACTION BETWEEN USERS
OPEN provides an on-line platform to facilitate interaction between buyers and sellers of products and services. OPEN does not represent the seller or the buyer in transactions and does not charge any commission for enabling any transaction. OPEN does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on OPEN HUB or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase. User(s) are cautioned that there may be risks of dealing with foreign nationals or people acting under false pretenses on OPEN HUB. OPEN HUB uses several tools and techniques to verify the accuracy and authenticity of the information provided by User(s). OPEN however, cannot and does not confirm each User(s)’s purported identity on OPEN HUB. OPEN encourages User(s) to evaluate the User(s) with whom they would like to deal with and use the common prudence while dealing with them. OPEN, with respect to the goods/services displayed on OPEN HUB, does not provide any form of guarantee or assurance in any form whatsoever, to the buyer.
User(s) agrees to fully assume the risks of any transactions ("Transaction Risks>") conducted on the basis of any content, information or any other material provided on OPEN HUB and further assumes the risks of any liability or harm of any kind arising due to or caused in connection with any subsequent activity relating to any products or services that are the subject of any such transaction.
- Such risks include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents.
- Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on OPEN HUB may violate or may be asserted to violate Third Party Rights, and the risk that User(s) may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
- Such risks further include the risks that the purchasers, end-users of products or others claiming to have suffered injuries or harms relating to the product originally obtained by User(s) of OPEN HUB as a result of purchase and sale transactions in connection with using any content, information or any other material provided on OPEN HUB may suffer harms and/or assert claims arising from their use of such products.
User(s) agree that OPEN shall not be liable or responsible for any damages, liabilities, costs, harm, inconvenience, business disruptions or expenditures of any kind that may occur/arise as a result of or in connection with any Transaction Risks. User(s) are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of any content, information or any other material provided on OPEN HUB, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
In the event of a dispute between the parties to a transaction, User(s) agrees to release and indemnify OPEN (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
OPEN reserves the right to add/modify/discontinue any of the features offered on OPEN HUB or offered as OPEN’s Services.
LIMITATION OF LIABILITY/DISCLAIMER
The features and services on OPEN HUB are provided on an " as is " and " as available " basis, and OPEN hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded. OPEN makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability or completeness of any information provided on or through OPEN HUB. OPEN does not represent or warrant that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on OPEN HUB does not violate any Third Party Rights; and OPEN makes no representations or warranties of any kind concerning any product or service offered or displayed on OPEN HUB. Any material downloaded or otherwise obtained through OPEN HUB is at the User(s) sole discretion and risk and the User(s) is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by the User(s) from OPEN HUB or through or from OPEN HUB shall create or be deemed to create any warranty not expressly stated herein.
Under no circumstances shall OPEN be held liable for any delay or failure or disruption of the content or services delivered through OPEN HUB resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, fires, flood, storms, explosions, acts of god, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
OPEN and its officers, directors, employees and agents collectively shall at all times be held indemnified against all losses, liabilities, costs, expenses, claims, suits and/or damages (including reasonable attorney fees) incurred and/or suffered by OPEN, whether directly or indirectly, resulting from:
- the User’s use of OPEN HUB (including but not limited to the display of User(s) information on OPEN HUB) or from User(s)’s breach of any of the terms and conditions of this Agreement;
- the User(s) breach of any representations and warranties made by the User(s) to OPEN hereunder;
- any third-party claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on OPEN HUB or arising from an infringement or alleged infringement of such third party’s intellectual property;
- claims made by any government authority due to the User’s violation of any applicable law including but not limited to the Indian Contract Act, 1872, the Companies Act, 2013, the Legal Metrology Act 2009, the Consumer Protection Act, 2019, the Food Safety and Standards Act, 2006, the Information Technology Act, 2000 and the Drugs and Cosmetics Act, 1940 or violation of any rules made thereunder;
- actual or alleged gross negligence or willful misconduct in connection with the User’s use of the Open Services or this Agreement; or
- a fraudulent act committed by a User which results in loss or damage, suffered or incurred by any other User or by any third party.
User(s) hereby further agree that OPEN is not responsible and shall have no liability whatsoever for any material posted by other User(s) or any other person on OPEN HUB, including defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with the User(s). OPEN reserves the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User(s), in which event such User(s) shall cooperate with OPEN in asserting any available defences.
OPEN shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damage whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
- The use or the inability to use OPEN HUB;
- Any defect in goods, samples, data, information or services purchased or obtained from a User(s) or a third-party service provider through OPEN HUB;
- Violation of Third Party Rights or claims or demands that User(s) manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on OPEN HUB may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
- Unauthorized access by third parties to data or private information of any User(s); or
- Statements or conduct of any User(s) of OPEN HUB.
All notices or demands to or upon OPEN shall be effective if in writing and shall be deemed to be duly made when sent to OPEN to Open Financial Technologies Private Limited, 3rd Floor, Tower 2, RGA Techpark, Carmelaram, Bangalore – 560035, Karnataka, India.
All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) on OPEN HUB, or by posting such notice or demand on an area of OPEN HUB that is publicly accessible by such User without a charge.
Notice to a User(s) shall be deemed to be received by such User(s) if and when OPEN HUB is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon OPEN HUB’s posting of such notice on an area of OPEN HUB that is publicly accessible by such User without charge.
GOVERNING LAW AND DISPUTE RESOLUTIONS
- Headings for any section of the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- No failure or delay on the part of OPEN in exercising any right or remedy shall operate as a waiver of such right or remedy.
- In the event that any of the terms and conditions of this Agreement are declared as invalid or unenforceable by a court of competent jurisdiction, such enforceability or invalidity shall not render the other terms and conditions as invalid or unenforceable as a whole. The invalid or unenforceable provision shall be construed to reasonably reflect the actual intention of the party (in this case, OPEN) while drafting it.
- OPEN shall have the right to assign its obligations and duties under this Agreement and in any other agreement relating to OPEN’s Services to any person or entity.
- All calls to OPEN are completely confidential. However, Your call may be recorded to ensure quality of service. Further, the calls may also be monitored and recorded for training purpose and to ensure excellent customer service.
PHARMACEUTICAL PRODUCT/SERVICE POLICIES
OPEN HUB does not facilitate the purchase of pharmaceutical products, and only advertises and/or showcases the pharmaceutical products posted by Users(s). User(s) involved in the purchase and supply of pharmaceutical products hereby agree to abide by and be compliant of any applicable laws, rules, regulations, notifications or orders issued by the Government of India or any of its agencies from time to time in this regard including but not limited to Drugs and Cosmetics Act, 1940, Drugs and Cosmetics Rules, 1945 ("Drug Rules"), Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 ("Drug and Magic Remedies Act").
OPEN shall not be responsible for any information, content or material in respect of or related to any pharmaceutical product posted, provided or displayed by User(s) on OPEN HUB. Accordingly, the User posting the content shall ensure that the content so posted does not violate any statue or the rules made thereunder including the Act(s) as referred above, so that no consequences of any nature could be attributed to OPEN in any manner whatsoever.
Users(s) hereby undertake that they shall solely be responsible and shall bear all the liabilities in respect of selling prescription medicines and/or drugs mentioned in any of the Schedules of the Drug Rules without a prescription issued by a registered medical practitioner and in accordance with the conditions laid down in such rules. In the event of breach of such condition, OPEN shall not be liable and responsible in any manner whatsoever.
Users(s) undertake and agree to indemnify and hold harmless OPEN and/or any of its affiliates, directors, officers, employees or representatives from and against any and all losses, liabilities, damages, claims, costs and expenses (including attorney’s fees and expenses, any third party claims), which OPEN may incur or suffer as a result of or in connection with any illegal sales of drugs and/or medicines through OPEN HUB.
OPEN does not offer any guarantees or warranties on the medicinal products or services displayed or listed on OPEN HUB and is not liable for any relevant transaction between the User(s), including transactions involving sale of any medicine(s) restricted and/or banned for sale by any governmental or any other regulatory authorities.
EUROPEAN UNION DATA PROTECTION RIGHTS
Subject to the applicable law and in accordance with the European Union General Data Protection Regulations (EU GDPR), OPEN acknowledges and undertakes to comply on a best effort basis with the rights available to its Users of European nationality/ EU residents [if any] set out below:
- the right to know the purposes for which the User Information shall be collected and used;
- the right to access information that personally identifies the User;
- the right to rectify incorrect information;
- the right to delete or remove information after discontinuation of the Open Services;
- the right to data portability;
- the right to restrict data or information from being processed; and
- the right to opt out of providing or sharing information with OPEN.
The Users of OPEN to whom the EU GDPR applies, understand and acknowledge that these rights shall at all times be subject to applicable is not an exhaustive list of the rights available pursuant to the EU GDPR. The relevant Users shall exercise any of these rights by raising a personal and direct request with OPEN on [•].