EVLOS.Com - Terms of Service

Updated: October 04, 2022

Please read this Service User Agreement ("Terms" or "Agreement") carefully before using the Service (defined below). By accessing and/or using the Services, you agree to these Terms. PLEASE DO NOT USE THE SERVICE IF YOU DO NOT AGREE WITH THESE TERMS.

1. DEFINITIONS

   In these Terms, Searce Cosourcing Services Private Limited, may be referred to as "Searce", "Company", "we", "us", "evlos.com" or "our". These Terms constitute a contractual agreement between you ("you" or "your") and us regarding your use of the services covered by these Terms.

   ‍"Customer" means user or visitor of evlos.com

   ‍"Service" refers to Searce's APIs & platform services. Services include our website including evlos.com, and other Internet enabled or wireless means by which we provide content or receive content from you, including without limitation, downloadable or preloaded software, programs, documentation, tools, components, and any updates (including, without limitation, software maintenance, service information, help content, text/SMS messaging, email messaging, alerts, bug fixes or maintenance releases) provided to you by Searce, directly or indirectly. You should keep a copy of these Terms for your records.

   ‍"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

   ‍"Personal Data" means all data which is defined as 'personal data' under Data Protection Laws and which is provided by the Customer to the Company (directly or indirectly), and accessed, stored or otherwise processed by the Company as a data processor as part of its provision of the Access to Customer and to which Data Protection Laws apply from time to time;

2. INTRODUCTION

   To use the Service, you must agree to all the terms stated in this Agreement. By using the information, tools, features, software and functionality including content, updates and new releases provided by Searce, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Searce website or Evlos.com), or a "Customer" (which means that you have registered for an account with us to use any one of our Services.) The terms "you" and "User" refer to a Visitor, or Customer. Your use of evlos.com or browsing through the evlos.com shall be valid acceptance of these terms of service.

   Searce offers the Service through Searce's website, and integrations with third-party websites ("Platform", "Platforms", "Platform Partners"). The Platform's terms of Service and privacy policy apply to your use of the Platform, while this Agreement and Searce's Privacy Policy apply to your use of the Service. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.evlos.com, any sub-domains of this site, any mobile application, web-extensions, third party website or domain or mobile application where Searce is embedded, unless expressly excluded by Our terms and conditions, and/or any other website(s) that we inform you of (the "Website").

3. Customer's obligations

   1. The Customer warrants that it owns the Customer Data provided to the Company.

   2. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including provision of necessary information about the processing of Customer Data under these Terms of Use to data subjects if necessary.

4. Searce's Intellectual Property Rights (IPR's)

   1. The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Company's brands, trademarks and logos, the Service, the Access and any Company Content. Except as expressly stated in these Terms of Use the Company does not grant the Customer any rights in respect of those rights.

   2. Subject to IPR's clause, the Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data.

   3. The Customer grants the Company, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data as is necessary to enable the Company to:

      1. provide Access;

      2. perform its obligations under these Terms of Use; and

      3. improve its services and offerings including training its personnel during and after the Term

5. Data Processing

   1. For the purposes of this clause, "controller", "processor", "personal data", "process/processing", "sub-processor" "technical and organisational measures" and "supervisory authority/authority" shall have the meaning as set out in the applicable Data Protection Laws or (where specifically defined therein);

   2. Each party shall comply with its obligations under applicable Data Protection Laws and, to the extent applicable under the Data Protection Laws, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Terms of Use.

   3. Data processors: Where the Company is deemed to be acting as a processor for the Customer with respect to Personal Data shared in relation to these Terms of Use under applicable Data Protection Laws, the Data Processing Schedule shall apply to such processing.

6. Indemnity

   The Customer hereby indemnifies the Company from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Company as a result of, or in connection with, any Customer Data or the Company's receipt, possession and/or use, in accordance with these Terms of Use, of any Customer Data.

   The Company will indemnify the Customer from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer as a result of any claim against the Customer by a third party that the Customer's use of the Service infringes the intellectual property rights of any person (save to the extent caused by the Customer Data).

7. Confidentiality

   Subject to clauses IPR and Data Processing, neither party shall without the consent of the other during the term of these Terms of Use (or for a period of 10 years following disclosure of the particular Confidential Information) disclose the other party's Confidential Information and only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms of Use.

   Subject to clauses IPR and Data Processing, any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under these Terms of Use and complies with those obligations as if it were a party to these Terms of Use.

   The confidentiality restrictions do not apply to Confidential Information (but excluding Personal Data):

   1. which is in or comes into the public domain other than through breach of these Terms of Use;

   2. insofar as it comes lawfully into the possession of the recipient party from a third party;

   3. which the recipient party can prove was already known to it before its receipt from the providing party;

   4. to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.

8. Prohibited Activities

   By registering with Searce, you confirm that you will not use the Service in connection with the following activities, items or services: adult content, bail bonds, bankruptcy lawyers, cheque cashing, or payment for a dishonored cheque or for an item deemed uncollectible by another merchant, credit counseling or credit repair agencies, credit protection or identity theft protection services, counterfeit or possibly counterfeit goods, debt collection, consolidation, or reduction services, distressed property sales and marketing, door to door sales, alcohol, drugs, drug paraphernalia or items that may represent them, factoring, liquidators, bailiffs, bail bondsmen, financial services such as cash advances, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency, gambling or betting including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races, hate, violence, racial intolerance, or the financial exploitation of a crime, internet pharmacies or pharmacy referral sites, inbound or outbound telemarketing businesses including lead generation businesses, multi-level marketing businesses, pyramid or ponzi schemes, pharmaceuticals, including medical marijuana, obscene or pornographic items, prostitution, escort services, massage parlors and other explicit sexually related services, unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same, violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same, weapons, including replicas and/or ammunition.

9. Your License

   You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any Searce system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Searce referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Searce; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure.

10. Disclaimer of Warranties by Searce

    The service is provided on an "as is" and "as available" basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. no advice or information, whether oral or written, obtained by you from Searce or through the service will create any warranty not expressly stated herein. without limiting the foregoing, Searce, its processors, its providers, its licensors and the bank (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components.

11. Limitation of Liabilities and Damages

    To the extent not prohibited by law (and unless Searce has entered into a separate written agreement that overrides this contract), in no event shall Searce and its affiliates (and those who work with Searce to provide this product) be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use of or inability to use the licensed application, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Searce has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Searce's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

    Searce makes no representations that the Service is appropriate or available for use in any locations. Those who access or use the Service, do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations.

12. Binding Individual Arbitration

    You and Searce agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Searce, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Searce advertising, and any use of Searce software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing that you or Searce may choose to pursue a claim in court and not by arbitration, if you fail to timely pay amounts due. Searce may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

13. Governing Law

    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Mumbai, India, excluding its conflicts of law provisions.

    In the event of any controversy, claim, dispute or difference arising between the Parties out of or in connection with this Agreement ("Dispute"), the Parties shall resolve such Dispute amicably by negotiations within sixty (60) days of written notice of the existence of a Dispute by a Party to the other Party. In such an event, the Parties shall each arrange for an officer or member of management with authority to meet and resolve, in good faith, any pending Disputes during such time period.

    If the Parties are unable to resolve the Dispute amicably within the time period specified in the Clause above, then such Dispute shall be referred to Mumbai Centre for International Arbitration ("MCIA") and resolved by arbitration by a sole arbitrator, administered in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration ("MCIA Rules"), which rules are deemed to be incorporated by reference in this Clause. The fees and expenses of the arbitrator shall be shared equally by the Parties. The language of arbitration shall be English and the seat and venue of arbitration shall be Mumbai, India. Parties agree to be bound by the arbitration order.

    The Parties shall cooperate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.

    Nothing stated in this Clause shall preclude a Party from seeking interim equitable or injunctive relief, or both from a court of competent jurisdiction.

14. Third Party Services and Links to Other Websites

    If you decide to use third party services, including one of our Integration partners, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Searce is not responsible for the performance of these third-party services. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Searce. Searce expressly disclaims any liability for these websites and makes no representation or warranty of any kind regarding its accuracy, reliability, effectiveness, or correctness and shall not be responsible or liable for any aspect of any such third-party services. The user acknowledges sole responsibility for reading and understanding the terms and conditions and privacy policy and assumes all risk that applies to their use of any third-party services.

15. Amendment of the Terms

    Please note that we may update and amend these Terms from time to time. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter.
    We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our website after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Searce unless in a written instrument signed by a duly authorized representative of Searce. Other Provisions Unless expressly provided in this Agreement, these terms are a complete statement of the agreement between You and Searce. They describe the entirety of the liability by Searce, its vendors and suppliers and Your exclusive remedy with respect to Your access and usage of the Service. In the event of a conflict between this Agreement and any other Searce agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Agreement does not limit any rights that Searce may have under trade secret, copyright, patent or other laws. Searce's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

16. E-Sign Disclosure and Consent

    By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your use of the Service. We will provide these Communications to you by email at the primary email address provided by you while accessing the Service, by emailing a link or instructions to you on how to access them on a website, or (if permitted by law) by posting them on the Website.

17. Survival

    Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

18. You have any questions or concerns about these Terms, please contact us at: marketing@searce.com Searce will understand and respond to such questions or concerns as promptly as reasonably practicable.