USER AGREEMENT
Updated as of 1st August 2022
INSIGHTGIG TECHNOLOGIES PRIVATE LIMITED (hereinafter referred to as the “Company”, “InsightGig”, “we”, “us”, “our” and terms of similar meaning) owns and operates web-based applications including the website www.insightgig.com and all affiliated websites, applications, mobile websites, and mobile applications (collectively “Platform”).
This User Agreement (“Agreement”) applies to the Platform and describes the conditions under which users of the Platform, whether registered (“Users”) or unregistered (“Site Visitors”) (collectively and individually, “you”), are allowed to access and/or use the Platform and the Services (as defined herein below) provided by the Company from time to time.
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 (together with any statutory amendments or modifications thereof). This electronic record is generated by a computer system and does not require any physical or digital signatures.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM. THIS AGREEMENT CONSTITUTES A BINDING, LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. THIS AGREEMENT INCLUDES AND HEREBY INCORPORATES BY REFERENCE THE AGREEMENTS AND POLICES LINKED FROM WWW.INSIGHTGIG.COM OR ELSEWHERE ON THE PLATFORM, AS SUCH AGREEMENTS AND POLICIES MAY BE MODIFIED BY INSIGHTGIG FROM TIME TO TIME IN OUR SOLE DISCRETION. IN ORDER TO USE THE PLATFORM AND/OR AVAIL OF THE SERVICES, YOU MUST AGREE TO THIS AGREEMENT BY CLICKING ON THE ‘I AGREE’ BUTTON. IF YOU DO NOT AGREE WITH THIS AGREEMENT IN THEIR ENTIRETY, YOU ARE NOT ENTITLED TO USE THE PLATFORM OR AVAIL THE SERVICES PROVIDED BY US.
DEFINITIONS
1.1. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with InsightGig.
1.2. “Client” means a registered User utilizing the Platform to seek and/or obtain Insight Partner Services from an Insight Partner.
1.3. “Client Deliverables” means insights, raw data, documents, instructions, requests, intellectual property, and any other information or materials that an Insight Partner receives from a Client for a particular Project.
1.4. “Confidential Information” means Client Deliverables, Insight Partner Deliverables, Work Product, and any other information provided to, or created by a User for a Service Agreement, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Insight Partner or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
1.5. “Insight Partner” means a User (who is a customer of InsightGig) utilizing the Platform to offer Services to Clients.
1.6. “Insight Partner Deliverables” means documents, instructions, requests, intellectual property, and any other information or materials that a Client receives from an Insight Partner for a particular Project.
1.7. “Insight Partner Services” means all services performed for or delivered to Clients by Insight Partners.
1.8. “Project” means the freelancing services that an Insight Partner agrees to provide to a Client.
1.9. “Proprietary Rights” means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
1.10. “Services” or “Platform Services” shall mean collectively all services (except Insight Partner Services), applications and products that are accessible through the Platform.
1.11. “Service Agreement” means the contractual provisions accepted by both Client and Insight Partner governing the Insight Partner Services to be performed by Insight Partner for Client.
1.12. “User Content” means any data, feedback, reviews, information, content, text, video, music, or other information that you post on any part of the Platform or otherwise provided by a User to InsightGig.
1.13. “Work Product” means any software, data, documentation, graphics, text, code, inventions, pictures, audio, video, animations, enhancements, improvements, methods, processes, works of authorship, work-flow methods or other deliverables, or any portions of the foregoing, that Insight Partner creates, whether alone or jointly, on a particular Service Agreement.
SCOPE OF SERVICES
2.1. The Platform operated and managed by InsightGig, is an online portal where Clients needing services related to market research, insights, and data analytics can post jobs, get proposals, and commission Insight Partners of their choice. They would also be able to make payments via the Platform. The Platform would also allow Insight Partners to sell a set of specified services or deliverables at a fixed price, which can be purchased by a Client through the Platform.
2.2 The Platform and the Services is made available to enable Insight Partners and Clients to find and transact directly with each other. InsightGig does not introduce Insight Partners to Clients, select Projects for Insight Partners, or select Insight Partners for Clients. InsightGig’s search algorithm will help in providing shortlists of Insight Partners and recommendations of Insight Partners to the Users based on their expertise criteria as required by the Clients. Through the Platform and Services, Insight Partners may be notified of Clients that may be seeking the Insight Partner Services that they offer, and Clients may be notified of Insight Partners that may offer the Insight Partner Services that they seek. At all times, however, the recommendations on the Platform are based on the search algorithms of InsightGig and are only intelligent suggestions by the Platform and the Users are solely responsible for evaluating and determining the suitability of any Project, Client, or Insight Partner on their own.
If the Client and the Insight Partner decides to enter into a Service Agreement, the Service Agreement is directly between the Client and the Insight Partner and InsightGig shall not be a party to that Service Agreement. You acknowledge, agree, and understand that InsightGig is not a party to the relationship or any dealings between Client and Insight Partner. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Agreement (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Agreements; (d) performing/obtaining the Services; and/or (e) paying the Insight Partner for the Services obtained. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Agreement with another User and for verifying any information about another User. InsightGig does not make any representations about or guarantee the truth or accuracy of any Insight Partner’s or Client’s listings or other User Content on the Platform; does not verify any feedback or information provided by Users about Insight Partners or Clients; and does not perform background checks on or guarantee the work of Insight Partners or Clients. You acknowledge, agree, and understand that InsightGig does not, in any way, supervise, direct, control, or evaluate Insight Partners or their work and is not responsible for any Project, terms of Service Agreement or Work Product. InsightGig makes no representations about and does not guarantee, and you agree not to hold InsightGig responsible for, the quality, safety, or legality of the Insight Partner Services; the qualifications, background, or identities of Users; the ability of Insight Partners to deliver the Insight Partner Services; the ability of Clients to pay for the Insight Partner Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Insight Partner to actually complete a transaction.
ACCEPTANCE AND GOVERNANCE OF TERMS
3.1. You hereby expressly acknowledge and agree to be bound by this Agreement, policies, and guidelines at [insert name of the website] incorporated by reference in this Agreement, as may be amended from time to time in the manner as set forth herein below.
3.2. You represent and warrant that:
(a) you are at least 18 (Eighteen) years of age and/or you have the lawful authority and capacity to contract and be bound by this Agreement; (b) be financially responsible for your use of the Platform and availing of Services and Insight Partner Services; (c) you will use the Platform and Services for business purposes only; (d) you will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and for obtaining Services/ Insight Partner Services and for provision of Insight Partner Services, as applicable; (e) If you are accepting this Agreement on behalf of a company, limited liability partnership, trust, or other legal entity, you have the authority to bind such entity to this Agreement and, in such event, “You” and “Your” as used in this Agreement shall refer to such entity; and (f) You will comply with all applicable laws and regulations.
3.3. The terms of this Agreement are subject to change at any time without notice. To make sure you are aware of any changes, please review this Agreement periodically. Continued use of the Platform or Services after any such changes shall constitute your consent to such changes.
3.4. This Agreement is published in compliance with, and is governed by the provisions of applicable Indian laws, including but limited to:
(a) the Indian Contract Act, 1872; (b) the Information Technology Act, 2000 and the rules, regulations, guidelines, and clarifications framed there under, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011; and (c) The Information Technology (Intermediaries Guidelines) Rules, 2011.
MEMBERSHIP
4.1. It is not mandatory to register to visit, access and use the Platform. However, access to the Services and receiving or providing of Insight Partner Services is only available to registered Users. You need to register and create a user account (“Account”) to avail the Services and receiving or providing of Insight Partner Services on the Platform by providing, your name/entity name (as applicable), email address, password and other details as requested on the Platform. By registering and creating your Account on the Platform, you agree to:
(a) provide accurate, current, and complete information as may be prompted (“Registration Data”) and maintain and undertake to update the same in respect of any changes; (b) maintain the security of your password for the Account; (c) accept all risks of unauthorized access to the Registration Data and any other information you provide to us; (d) notify us immediately of any breach of security or any unauthorized use of your Account; (e) receive promotional communication and newsletters upon registration. You may opt out by unsubscribing in “My Account”; (f) not authorize, assign, or otherwise transfer your Account to any other person or entity or to let them operate through the account created and in no event use another User’s Account for any purpose or objective; and (g) be responsible for all activity on your Account and to use and operate the same in accordance with applicable laws.
4.2. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Account We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account, if activities occur on that Account which, in our sole discretion, would or might constitute a violation of this Agreement or an infringement or violation of the rights of any third party, or of any applicable laws or regulations. We may at our sole discretion restore access to your Account, at any time, pursuant to any suspension.
CONTRACTUAL RELATIONSHIP BETWEEN THE INSIGHT PARTNER AND CLIENT
5.1. The Insight Partner and the Client acknowledge and agree that InsightGig only acts as a platform to provide Services to the Users and if a Client and Insight Partner decide to enter into a Service Agreement, the Service Agreement is a contractual relationship directly between the Client and Insight Partner. Client and Insight Partner has the complete discretion both with regard to whether to enter into a Service Agreement with each other and with regard to the terms of any Service Agreement. You acknowledge, agree, and understand that InsightGig is not a party to any Service Agreement, that the formation of a Service Agreement between Users will not, under any circumstance, create an employment or other service relationship between InsightGig and any User or a partnership or joint venture between InsightGig and any User except as a third-party beneficiary as described further below. The Client and the Insight Partner shall ensure that any such agreements do not conflict with, narrow, or expand InsightGig’s rights and obligations under this Agreement.
5.2. With respect to any Service Agreement, Clients and Insight Partners may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, service agreement, etc.) provided that any such agreements do not conflict with, narrow, or expand InsightGig’s rights and obligations under the Agreement. Unless otherwise agreed to in a writing signed by both Client and Insight Partner, the terms, and conditions of the Service Agreement that an Insight Partner enters directly with a Client when the Insight Partner agrees to provide Insight Partner Services to the Client are as set forth in this Clause:
(a) Insight Partner shall perform the Insight Partner Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Insight Partner Services shall be determined and controlled by Insight Partner.
(b) If Insight Partner wishes to subcontract with third parties to perform Insight Partner Services on behalf of Insight Partner, Insight Partner represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an “Independent Contractor”). Insight Partner and Independent Contractor agree and acknowledge that Independent Contractor’s employees and subcontractors are not employees of InsightGig or Client. As between InsightGig and Insight Partner, Insight Partner agrees that InsightGig has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and that InsightGig has no obligation to supervise and control them. Insight Partner represents, warrants, and covenants that Independent Contractor acknowledges and agrees that: (a) Independent Contractor is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and has the sole and exclusive right to supervise and control them, and (b) neither Independent Contractor, nor any of its employees, subcontractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from InsightGig or Client.
(c) Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the [Confidentiality and Non-Disclosure Agreement], if the Users wish to execute the same. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Clause5 applies. To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
5.3. If a dispute arises between Client and Insight Partner under their respective Service Agreement, Client and Insight Partner shall refer the dispute to InsightGig for non-binding mediation. Client and Insight Partner agree to take best efforts to co-operate with InsightGig and resolve the dispute within 15 (fifteen) days from the date the dispute is referred to InsightGig. In the event of a dispute, the funds allocated towards the Project are frozen till the time the dispute is not resolved. In the event, the Client or Insight Partner does not agree with the resolution provided by InsightGig, they shall refer the dispute to be resolved by a binding arbitration. The arbitration shall be conducted in accordance with the arbitration clause under their respective Service Agreement, if any.
USE OF THE SERVICE
6.1. Upon registration and creation of your Account, you shall be entitled to avail the Services through the Platform. We shall provide the Services vide our employees, agents, contractors and/or representatives (“Service Professionals”), based on the requirements of the User.
6.2. Promotional offers: InsightGig may at its discretion run promotional offers on the Platform in respect of certain Services, subject to such terms and conditions as may be prescribed. All promotional offers shall be subject to the terms and conditions governing the same, as displayed on the Platform and/or communicated to you. The User hereby agrees and acknowledges that InsightGig shall have the sole discretion to run promotional offers, modify the terms and conditions governing the same and discontinue the promotional offers with no prior intimation to the User, at its sole discretion. The User shall have no right, claim or authority to dispute the continuance or discontinuance of promotional offers by InsightGig.PAYMENTS
7.1. InsightGig facilitates providing the services of an escrow agent (“Escrow Agent”) nominated by InsightGig, for escrow services to Users to deliver, hold and/or receive payment for a Project and to pay Fees to InsightGig. The Users agree and acknowledge that a Project under a Service Agreement will get commissioned only upon the Client making payment of the agreed upon consideration for the Insight Partner Deliverables and Insight Partner Services (“Insight Partner Consideration”) using the payment gateway provided on the Platform, to the designated escrow account. Once the Insight Partner marks the Project as completed and the Client confirms completion of the Project, the payment shall be transferred from the relevant escrow account to the Insight Partner’s account subject to deduction of Fees (as defined hereinafter) and any other applicable amounts. Insight Partner agrees that when a Client pays the Insight Partner or funds related to Insight Partner Service are otherwise released to the Insight Partner, InsightGig will first deduct up to 10% (ten percent) service fee or such other service fee as maybe solely determined and notified by InsightGig for creating, hosting, maintaining, and providing the Platform and then credit the balance into the Insight Partner’s account (“Fees”). The Client and Insight Partner are obligated to use the Platform to pay and receive payment for Insight Partner Services, if they identified each other through the Platform.7.2. Insight Partner agrees that it will not receive interest or other earnings on the funds held by Escrow Agent, prior to disbursement to Insight Partner. Insight Partner acknowledges that payment gateway may deduct some nominal fees according to applicable rates for remitting the money to the Insight Partner’s account as per the payment method chosen by the Insight Partner.
7.3. If Client fails to pay the Insight Partner Consideration or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, InsightGig may suspend or terminate Client’s Account, the processing of any additional payments, and any Insight Partner Services in progress. Without limiting other available remedies, Client must pay InsightGig upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, InsightGig, at our discretion, may set off amounts due against other amounts received from or held by InsightGig, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
7.4. The Users agree and acknowledge that InsightGig uses third-party payment processors (“Payment Processors”) for any payments made on the Platform. The processing of all payments will be subject to the terms, conditions, and privacy policies of the Payment Processors in addition to this Agreement. The User further agrees and acknowledges that neither InsightGig nor any of its directors, employees, shareholders, or other representatives shall be liable to the User under any circumstances for any direct, indirect, punitive, incidental, special, or consequential damages that result from or arise out of use of the Payment Processors.
ACCESS AND USE
8.1. InsightGig grants you a limited, non-exclusive, non-transferrable and non-sub licensable right to use the Platform and Services, solely for your own personal, non-commercial use, subject to this Agreement. Your access and use of the Platform and Services is subject to the following representations and warranties:
(a) You may only access the Platform or Services using authorized and lawful means;
(b) We shall not be liable for any failure or default to provide access to the Platform on account of any failure or delay by you to register with the Platform for such access or due to any other reasons whatsoever;
(c) Any configuration or set up of the Devices for access to the Platform and the Services shall be your sole responsibility.“Device” means a device, usually electronic, that processes data according to a set of instructions, which may include but not restricted to workstations, personal computers, laptops, netbooks, personal digital assistants, tablets, and smartphones;
(d) We collect, store, process and use your information in accordance with InsightGig’s Privacy Policy (“Privacy Policy”). By using the Platform and/ or by providing your Personal Information (as defined in the Privacy Policy), you consent to the collection and use of the information you disclose to us, in accordance with the Privacy Policy;
(e) You will not take any action that interferes with, degrades, or adversely affects InsightGig and/or the Services and/or the Platform;
(f) You will not use the Platform in a manner (i) that is prohibited by any law or regulation, or facilitates the violation of any law or regulation; or (ii) will disrupt a third party’s similar use; (iii) violate or tamper with the security of the Platform;
(g) You will not use the Platform, or any portion thereof, to transmit, publish, post, upload, distribute or disseminate any inappropriate, harassing, abusive, defamatory, libellous, obscene, illegal, or deceptive content or to sell or promote any products on the Platform;
(h) You will not attempt to gain unauthorised access to any accounts, Service Professionals’ information, computer systems or networks connected to the Platform, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, through hacking, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available to you;
(i) You will not use, misuse, or misappropriate the Platform to develop, or to assist anyone in developing a competitive website, service or for other competitive purposes;
(j) You will not copy, distribute, or make derivative works of the Platform or any content in the Platform in any medium and will not attempt to decompile or reverse engineer any software contained on the Platform;
(k) You shall not recruit, solicit, or contact in any form the Service Professionals for employment or contracting for a business not affiliated with InsightGig;
(l) You shall not intentionally submit on the Platform any incomplete, inaccurate, or false information;
(m) You shall be solely responsible for (i) procuring and maintaining your network connections and telecommunications links from your systems to InsightGig’s data centres, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
(n) You acknowledge that from time to time, InsightGig may apply Upgrades (hereinafter defined) to the Platform, and that such Upgrades may result in changes to the appearance and/or functionality of Platform. You may be required to install certain Upgrades or updates to the software in order to continue to access or use the Platform, or portions thereof. “Upgrades” means new versions of, and updates to, Platform whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of Platform.
MAINTENANCE OF RECORDS
9.1. Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to InsightGig upon request. Nothing in this subsection requires or will be construed as requiring InsightGig to supervise or monitor a User’s compliance with this Agreement, the Privacy Policy, or Terms of Use. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Platform will not be construed as creating any responsibility on InsightGig’s part to store, backup, retain, or grant access to any information or data for any period.
FEEDBACK
10.1. As a Site Visitor/User of the Platform, you agree to use careful, prudent, and good judgment when leaving feedback for other Users of the Platform. InsightGig is not legally responsible for any feedback or comments posted or made available on the Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In the event the feedback violates this Agreement, is inappropriate or violates propriety or privacy of another user, InsightGig, in its sole discretion, may take any of the following actions: (i) delete your feedback or any of your postings; (ii) limit your Account privileges; (iii) suspend your Account; and (iv) report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at the InsightGig’s discretion, InsightGig will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform. 10.2. Reporting inappropriate use of feedback: You may contact InsightGig regarding any inappropriate use of feedback via-email to the Grievance Redressal Officer (details of which are provided below). 10.3. InsightGig does not and cannot review every posting made on the Platform. This Agreement does not require InsightGig to monitor, police or remove any postings or other information submitted by you or any other user and InsightGig shall not be responsible for any ensuing liability. You acknowledge and agree that you will notify InsightGig of any error or inaccurate statement in your feedback results and that if you do not do so, InsightGig may rely on the accuracy of such information.
INDEMNIFICATION
11.1. By accepting this Agreement and using the Platform and/or availing the Services, you agree that you shall defend, indemnify and hold InsightGig, its directors, employees, shareholders, officers and other representatives harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) misuse of your access to and use of the Platform and/or the Service and/or misuse of any information on the Platform and/or any User Content posted by you; (ii) any loss or injury to InsightGig’s representatives or Service Professionals resulting from or attributable to your acts or omissions; (iii) your violation or breach of this Agreement or any applicable law or regulation; (iv) Your violation of any rights of any third party including any intellectual property rights; (vi) failure to comply with this Agreement by you or your agents; (vii) failure to comply with applicable law by you or your agents; (viii) negligence, wilful misconduct, or fraud by you or your agents; (ix) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents; or (x) any and all third-party claims based upon (A) the content of any communications transmitted by you; and/or (B) transactions undertaken by you through the Platform.
DISCLAIMER OF WARRANTIES
12.1. InsightGig hereby explicitly and specifically disclaims any and all representations, warranties or guarantees in respect of the Platform and/or the Services, whether written, oral, expressed, or implied including, without limiting the generality of the foregoing, any warranty of merchantability, quality, or fitness for a particular purpose.
12.2. You acknowledge and undertake that you are accessing the Services on the Platform and transacting at your own risk and are using your best and prudent judgement before contracting with a Client/Insight Partner through the Platform.
12.3. InsightGig offers no guarantee nor warranties that there would be a satisfactory response or any response at all to Clients from Insight Partners or vice versa displayed on the Platform.
12.4. InsightGig shall in no way be held liable for any information received by the Client and it shall be the sole responsibility of the Client to check, authenticate and verify the information/response received at its own cost and expense.
12.5. The Platform is provided strictly on an “as is” and “as available” basis. Notwithstanding anything contained in this Agreement, InsightGig does not warrant that any Platform: (i) will perform error-free or uninterrupted, or that InsightGig will correct all or any errors or defects (ii) will operate in combination with the Devices, or with any other hardware, software, systems or data not provided by InsightGig, (iii) will meet the User’s requirements, specifications or expectations or that the Services will be available at any particular time or location, uninterrupted or secure.
12.6. InsightGig reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and/ or the Services (or any part thereof) with or without notice and in its sole discretion. You agree that InsightGig shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or the Services.
12.7. InsightGig shall not be liable to You for any delay or failure in performance of the Services arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, or acts of regulatory or governmental agencies.
12.8. The User acknowledges that InsightGig does not control the transfer of data over the communications facilities, including the internet, and that any Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. InsightGig shall not be responsible for any (i) delays, delivery failures, or other damages as a result; (ii) issues related to the performance, operation or security of any Platform that arise from the User’s content or third-party content.
12.9. InsightGig does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third-party content, and disclaims all liabilities arising from or related to third party content.
12.10. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of the Users and the third-party sites, including, but not limited to, any User's reliance upon any information provided therein. The third-party sites and us are independent contractors and neither party has authority to make any representations, warranties or commitments on behalf of the other.
12.11. You agree and understand that you shall be responsible for ensuring compliance with the terms of use, guidelines, operating rules, and policies of third-party sites. Further under no circumstances shall InsightGig be liable to you or the third-party sites for the services provided by such third-party sites to you. In the event of any conflict between this Agreement and any of the terms, conditions and notices contained in any third-party sites, the contents of this Agreement shall prevail.
12.12. We are not responsible for the content, accuracy or opinions expressed in any third-party sites, and such third-party sites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked third-party sites on Our Platform does not imply approval or endorsement of the third-party sites by us.
12.13. We reserve the right to modify or remove any post, or content from the Platform, which in our reasonable opinion and discretion, does not comply with the above Terms, or if any content is posted that we believe is not in our best interest.
LIMITATION OF LIABILITY
13.1. In no event shall InsightGig or anyone else involved in administering, distributing, or providing the Platform and/or Services be liable for any direct, special, exemplary, consequential, incidental, punitive, or indirect damages including without limitation damages for loss of profits, goodwill, use, loss of data or other intangible losses, that results from the use of, or inability to use the Platform and/or Services. InsightGig or anyone else involved in administering, distributing, or providing the Platform and/or Services further explicitly disclaim any and all liability for any the following:
(a) errors, mistakes, or inaccuracies of the content displayed on the Platform;
(b) a suspension or other action taken with respect to your Account;
(c) personal injury or property damage of any nature whatsoever, resulting from our Services or for any alleged or actual damages or loss of valuables at the location;
(d) the acts or omissions of our representatives performing Services on our behalf;
(e) any failure or delay in the Services;
(f) any content uploaded on the Platform;
(g) any loss or damage arising out of your failure to adhere to your obligations under the Terms.
(h) user content or the defamatory, offensive, or illegal conduct of any third party;
(i) viruses, computer viruses or other harmful, disabling computer code, computer instructions, circuitry or other technological means whose purpose is to disrupt, damage or interfere with any computer and communications facilities or equipment (“Harmful Code”) that may be transferred to your Devices when accessing the Platform. By way of clarification, Harmful Code shall include, without limitation, any code containing viruses, Trojan horses, worms or like destructive code or code that was intentionally written to self-replicate. You are advised to obtain and use appropriate anti-virus and security software and to take all other appropriate measures to safeguard the integrity of your Devices.
13.2. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF (I) YOUR USE OF THE PLATFORM; AND/OR (II) AVAILING ANY SERVICES, REMAINS SOLELY WITH YOU.
13.3. In no event shall InsightGig or anyone else involved in administering, distributing, or providing the Platform and/or Services be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs for an amount exceeding the money charged by InsightGig from the User under which such liability has arisen and been established.
CONFIDENTIALITY
14.1. The parties shall maintain absolute confidentiality and secrecy as regards the terms and conditions of this Agreement and shall treat any information revealed to each other in furtherance of this Agreement as completely confidential and further ensure that if the information is required to be revealed to any third party it shall be done only on a 'need to know basis' after first obtaining prior written consent to reveal such information from such party who is disclosing the Confidential Information. Confidential Information shall not include information which: (a) is or becomes available to the general public through no fault of either party; (b) is independently developed by non-disclosing party; (c) is rightfully received by the non-disclosing party from a third party without a duty of confidentiality; or (d) is required to be disclosed by court order or operation of applicable law. Before disclosing any Confidential Information under court order or operation of applicable law, the non-disclosing party shall provide the disclosing party reasonable notice and the opportunity to object to or limit such disclosure.
14.2. Each party agrees and undertakes that it shall (i) maintain confidentiality of all information disclosed hereunder by the other party, including but not limited to Confidential Information; (ii) take all steps to protect the integrity of Confidential Information and protect against any unauthorized disclosure thereof; (iii) promptly inform the other party, in the event of breach of this obligation and take all steps necessary to retrieve and protect the Confidential Information and prevent further disclosure; (iv) Ensure that employees and representatives have access on a need to know basis and are subject to the same confidentiality obligations herein; (v) use the Confidential Information solely for the purposes of this Agreement and not profit from the same in any unauthorized manner.
14.3. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information / materials and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper. The confidentiality obligations herein shall survive the termination of this Agreement.RELEASE OF INSIGHTGIG
15.1. If you have a dispute with one or more Users, you release InsightGig (and our parent, our Affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your dispute with one or more Users. In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
TERMINATION
16.1. This Agreement will continue to apply until terminated by either you or us as set forth below.
16.2. Termination by You: If You wish not to be bound by this Agreement, you may terminate your relationship with us by (i) not accessing the Platform; and/or (ii) deleting Your Accounts.
16.3. Termination by Us: InsightGig may at its discretion and at any time with or without notice, terminate or suspend the Terms, with or without cause if:
(a) You breach any of the provisions of this Agreement, the Privacy Policy, Terms of Use or any other terms, conditions, or policies that may be applicable to you;
(b) InsightGig is required to do so in accordance with law; or
(c) InsightGig has elected to discontinue, with or without reason, access to the Platform and/ or the Services (or any part thereof) either in general or specifically to you.
16.4. InsightGig shall not be liable to you or any third party for any such termination.
CONSEQUENCES OF TERMINATION
17.1. Once your Account has been terminated, any and all content will be irretrievably deleted by us, except to the extent that we are obliged to maintain or permitted to retain in accordance with law.
17.2. If you are a Client/InsightGig Partner, you will no longer be allowed to access your Account.
17.3. The licences granted to you in terms of this Agreement shall stand terminated effective immediately.
17.4. InsightGig, in its sole discretion, may initiate appropriate legal proceedings against you, if necessary.
17.5. Termination shall not affect your liability or obligations arising prior to such termination and any and all amounts and charges payable by you pursuant to access or use of the Platform and/or Services shall become immediately due and payable.
GENERAL
18.1. Waiver. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any discontinuance of the access or use of the Platform and/or Services.
18.2. Entire Agreement. This User Agreement together with the Privacy Policy, Terms of Use and any other agreement entered between you and InsightGig in relation to the Platform and any other specific terms as may be set forth in the Platform shall constitute the entire agreement between you and InsightGig. To the extent that anything in or associated with the Platform is in conflict or inconsistent with this Agreement, this Agreement shall take precedence and prevail.
18.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. 18.4. Survival. After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. 18.5. Assignment. User may not assign this Agreement, or any of its rights or obligations hereunder, without InsightGig’s prior written consent in the form of a written instrument signed by a duly authorized representative of InsightGig. InsightGig may freely assign this Agreement and the other terms of service without User’s consent. Any attempted assignment or transfer by the Users in violation of this subsection will be null and void. 18.6. Force Majeure. The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, epidemic, pandemic or restrictions imposed by law or any other conditions beyond the reasonable control of such party. 18.7. Third-Party Beneficiary. Client and Insight Partner acknowledge and agree that the value, reputation, and goodwill of the Platform depend on their performance of their covenants and agreements in their Service Agreement. Client and Insight Partner therefore appoint InsightGig as a third-party beneficiary of their Service Agreements for purposes of enforcing the obligations owed to, and the benefits conferred on, InsightGig by the Service Agreements. Client and Insight Partner further agree that InsightGig has the right to take such actions with respect to the Service Agreements or their Accounts, including, without limitation, suspension, termination, or legal actions, as InsightGig, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Service Agreement.18.8. Exclusivity and Non-Circumvention.
(a) Exclusivity. You acknowledge and agree that a substantial portion of the compensation InsightGig receives for making the Platform available to you is collected as a Fees (as defined herein above). InsightGig only deducts this Fees when a Client pays, and an Insight Partner receives payment through the Platform. Therefore, for 24 (twenty-four) months from the time you identify or are identified by any party through the Platform (the “Exclusivity Period”), you must use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “InsightGig Relationship”).
(b) Non-Circumvention. You agree not to circumvent the payment methods and Payment Processors offered by the Platform. You agree and acknowledge that you shall not: (i) submit proposals or solicit parties identified through the Platform to contact, hire, manage, or pay outside the Platform; (ii) accept proposals or solicit parties identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform; (iii) invoice or report on the Platform an amount lower than that actually agreed between Client and Insight Partner.
(c) You agree to notify InsightGig immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to InsightGig by sending an email message to us at Customer Support on [email protected].
DISPUTE RESOLUTION AND GOVERNING LAW
19.1. If there is a grievance or concern in respect of this Agreement or the Services provided by InsightGig, you are requested to email us details of the same at [email protected]. Any concern shall be sought to be addressed by InsightGig and in the event of any dispute, You and the InsightGig shall endeavour to amicably resolve the dispute.
19.2. Governing Law & Jurisdiction. This Agreement shall be governed and construed under the laws of India and the courts of Chennai shall have exclusive jurisdiction.
19.3. Arbitration. If, for any reason, a Dispute cannot be resolved amicably by the parties within 30 (Thirty) days of the dispute being raised, the same shall be referred to and settled by way of arbitration proceedings by a sole arbitrator appointed by InsightGig under the Indian Arbitration and Conciliation Act of 1996. The arbitration proceedings shall be in English and conducted in Chennai, India and shall be governed by and construed in accordance with the laws of India.GRIEVANCE REDRESSAL MECHANISM
20.1. InsightGig has constituted appropriate grievance redressal mechanism within the organization to resolve any grievances of the Users. InsightGig has designated an officer to redress the genuine grievances of the Users, the details of whom are stated herein below (“Grievance Redressal Officer”).
20.2. In the event of any clarifications/queries/complaints/grievances in respect of the Services and or the Platform provided by InsightGig, you shall first direct the same to the customer care center by email at [email protected]. In the event you are not satisfied with the assistance or response provided by our customer care, you shall then direct any such grievances pertaining to the Services and/or the use of the Platform, to the Grievance Redressal Officer of InsightGig who shall ensure that genuine grievances of the Users are redressed promptly. The Grievance Redressal Officer shall endeavor to acknowledge the receipt of any complaint within 48 (forty-eight) hours and redresses the complaint within 1 (one) month from the date of receipt of the complaint.
Details of the Grievance Redressal Officer:
Designation: Co-Founder
Email: [email protected]
Address: Chennai, IndiaBY USING THE PLATFORM, AND/OR BY AVAILING THE SERVICES, YOU SIGNIFY THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND AGREE TO THIS AGREEMENT, INCLUDING THE PRIVACY POLICY PROVIDED HEREIN. THIS AGREEMENT CONSTITUTE A BINDING AND LEGAL AGREEMENT BETWEEN YOU AND INSIGHTGIG. INSIGHTGIG RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THIS AGREEMENT, AT ANY TIME. IT IS YOUR RESPONSIBILITY TO CHECK THIS AGREEMENT PERIODICALLY FOR CHANGES. EVERY ACCESS BY YOU OF THE PLATFORM AND/OR AVAILMENT OF SERVICES IS DEEMED TO MEAN THAT YOU HAVE AGREED TO ACCEPT AND ADHERE TO THE TERMS AS AMENDED AND APPLICABLE AT SUCH TIME.