Introduction:
This Terms of Use ("Agreement") is entered into by Upsurge ("Service Provider"), and you, or the entity you represent ("Customer or Subscriber or User") governing your use of the host of Products and Services of the Service Provider ("Product"). In the event that you are representing an entity, you hereby affirm that requisite approvals and authorization to bind the entity has been obtained. By accessing Marketwatch by Upsurge, you agree to comply with these Terms. Your affirmative act of using the Product signifies your agreement to these Terms of Use, along with the Privacy Policy and other policies displayed on our website. If you do not agree to these Terms of Use, you must refrain from using the Product.
Definitions:
- "Service Provider" means Upsurge and any other companies or firms that are its subsidiaries and affiliates.
- "Information" means the information provided by the data source to the Service Provider and disseminated to the Subscriber by the Service Provider through the said Product. (For Marketwatch by Upsurge, this would be Valuationary Edtech Private Limited.).
- "Product" means all the information and data supplied to the Customer by the Service Provider by way of a WhatsApp Message/Text Message/Mobile Application/Website or by any other means under the Brand Name "Marketwatch by Upsurge".
- "Subscriber" or "Customer" or "User" shall refer to the entity/individual who agrees to the terms of use and policies of the Service Provider for obtaining Services or his/her representatives or affiliates who are registered on the Product.
Eligibility:
- You must be at least 18 years old to register and use Marketwatch by Upsurge.
- You must have the legal capacity to enter into these Terms.
Product License & Acceptable Use:
Subject to the terms of this Agreement and payment of the Subscription fees, the Service Provider hereby grants to the Customer, a non-sub licensable, limited, restricted, revocable, non-transferable, non-exclusive subscription to access the Product and use the information provided therein for personal use only. The Subscriber will have a non-exclusive, non-transferable, non-assignable license to receive and use the Information by way of the said Product solely for the Subscriber's internal use. You must use Marketwatch by Upsurge solely for lawful, personal, and non-commercial purposes.
User Responsibilities:
- You shall maintain the confidentiality of your account credentials.
- You shall notify Upsurge immediately of unauthorized account activity or security breaches.
- You are responsible for all activities conducted under your account.
Restrictions on Usage of Information by the Subscriber:
- The Subscriber agrees and accepts that the data source (e.g., Valuationary Edtech Private Limited.) being the owner of the Information, may enforce any of the terms and conditions of this Agreement, relating to its rights in the Information, against the Subscriber. The use of such Information by the Subscriber shall give sufficient cause of action to the data source to protect its rights and interests. The Subscriber acknowledges that the data source has all the right, title, and interest and all other intellectual property rights in the Information.
- The Subscriber represents and warrants that:
- It shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, or otherwise make Product available to any third-party contrary to the terms stated herein.
- It shall not reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Product and shall not create any other Application based on the said Product.
- It shall not do any act which shall damage, disable, overburden or impair Service Provider's servers or network, or interfere with any other party's use and enjoyment of the Product.
- It shall not access the Product in order to build a commercially available product or service which competes with the Product.
- It shall not use the Product in a manner that is prohibited by any law or regulation.
- It shall not copy any features, functions, integrations, interfaces or graphics which are part of the Product.
- It shall not willfully tamper with the security of the Product, including attempting to probe, scan or test the vulnerability of the Product or to breach the security or authentication measures.
- The User shall use the Information received under this agreement for its personal use only and shall not forward, distribute or re-distribute the Information received from the Service Provider through any online, offline, digital or social media channels like WhatsApp, Telegram, YouTube, Instagram, Facebook etc. or by any other means.
- It/or its Personnel shall further not transmit any information through the Product, in any manner or avail Product in any manner, which may be unlawful, threatening, abusive, libelous, defamatory.
- It shall not transmit information considered "spam" (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling).
- It shall not transmit information that violates the privacy of any third-party.
- Do not attempt to modify, distribute, or exploit the platform unlawfully.
- Prohibited actions include, but are not limited to, transmitting harmful code or engaging in fraudulent activities.
Subscription Fees:
In consideration for the Services and the usage of the Product, the Customer shall pay the Service Provider, the Subscription fees as agreed in and accepted by Customer. In the event of non-renewal of Subscription by way of non-payment of Subscription fees for any term within the stipulated time, Service Provider shall be entitled to discontinue to provide its Services and suspend Service Provider/Personnel's access to use the Product.
Availability of Services and Warranty Limitations:
- Neither the Service Provider nor any of its representatives has made or will make any representation or warranty whatsoever, express, implied or statutory, including, without limitation, any implied representations or warranties of accuracy of the Product; merchantability; fitness for a particular purpose; title; enforceability or non-infringement of Product.
- The Customer acknowledges that complex software is never wholly free from defects, errors and bugs related to design, functionality, security and other aspects of the Product. The Service Provider gives no warranty or representation that the Product will always be wholly free from defects, errors and bugs.
- The Service Provider warrants that the functionality of the Products will not be materially decreased during a Subscription Term. For any breach of such warranty, the Customer's exclusive remedy shall be termination of Subscription including refund of advance payments on pro-rata basis made for the remaining Subscription Term.
- The Customer agrees and understands that the use of the said information in any manner shall be at the Sole Risk of the Customer as to costs and consequences arising therefrom and the Service Provider shall not be responsible or liable for any losses, liabilities or any other material damage caused to the Subscriber on account of use of the said Information / Product by way of taking any positional calls on any shares or otherwise.
- The information is provided "as is" and "with all faults" and without warranty of any kind other than as expressly provided in this agreement. The service provider does not warrant, guarantee or make any representations concerning the use, results of use or inability to use the information in terms of timelines, truthfulness, sequence, completeness, accuracy, reliability, currentness, performance or otherwise.
- The Service Provider does not warrant that the information will be uninterrupted or free of any error, omission, defect, shortcoming or limitation of any nature. The user of the information assumes the entire risk as to the suitability, use, results of use, accuracy, completeness, and currentness of the information and shall waive any claim of detrimental reliance upon the information.
- The Service Provider does not warrant that it shall continue to disseminate, transfer or transmit information to the customer using the Product or technologies governing the transmission of communication. The Service Provider disclaims all responsibility and/or liability for any loss of information, transmission time, revenues, and/or goodwill which may occur to the customer.
- The Service Provider disclaims any and all responsibility for loss/delay/latency of data or any consequences, intended or unintended, of testing or use of the product.
- Nothing contained in the information/Product should be interpreted as an offer, contract, representations or warranty other than the ones expressly provided herein.
Limitation Of Liability:
- The Service Provider shall not be liable to Customer or any other person regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of the Product or Information, or for any delay or interruption in the transmission thereof, or for any claims or losses arising therefrom or occasioned thereby.
- The Service Provider and the Customer shall not be liable to each other for indirect, punitive, special, consequential or incidental damages.
- It is clarified that the Service Provider will not be liable to the Customer for any consequential or indirect damages, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
Indemnity:
- The Customer shall, at its own cost and expense, indemnify, defend, or at its option settle, and hold the Service Provider free and immune from and against any and all losses, liabilities, claims, actions, costs and expenses, including reasonable attorneys' fees and court costs, relating to and/or resulting from and/or in any way arising out of:
- Breach of any of its representations, warranties or obligations contained in this Agreement, including any loss or damage arising out of misconduct or negligence.
- Any action of the Customer/Subscriber not authorized or permitted by Service Provider.
- Any claim, suit or proceeding brought against the Service Provider for any harm, loss or injury suffered by any Third Party and/or the Subscriber.
Confidential Information:
Customer shall at all times maintain and keep secret and confidential the Confidential Information and shall not disclose or divulge the same or any part thereof to any Third Party without prior written consent of the Service Provider. Customer agrees to use the Confidential Information only for the purposes of this Agreement and not to make copies except for the purpose of this Agreement. Customer acknowledges that the Confidential Information, as well as the Intellectual Property of Service Provider is unique and valuable to it. The breach of the provisions regarding Confidential Information may result in grave and irreparable loss and injury to the Service Provider for which monetary damages alone may not be adequate relief. Therefore, Customer agrees that in the event of the breach or threatened breach, Service Provider will be entitled to seek specific performance or injunctive relief, in addition to monetary damages. The provisions of this clause shall survive the termination or expiry of this Agreement.
Intellectual Property Rights:
The Service Provider retains all right, title and interest in the intellectual property rights in the Product and Services, logo and branding of the Service Provider including (but not limited to) all software, formats, interfaces, information and data, content and Service Provider's proprietary information and technology used by Service Provider or provided to Service Provider in connection with the Services or usage of the Product and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or learned as a result of the Customer's use of the Services or Product. The platform and its content, including text, graphics, logos, and software, are protected by copyright and trademark laws. Other than the limited permission to use the Services and Product as expressly set forth in this Agreement, no other license or other proprietary rights in the Services and Product or Service Provider's proprietary application are granted to the Customer and all such rights are hereby expressly reserved by Service Provider. The Service Provider shall own all rights and title in any inventions, formulae, processes, algorithms, circuitry designs, computer programs, improvements, logo and name of the Serviced Provider whether or not patentable or registrable under patent, copyright or similar statutes, that are generated, created, conceived or reduced to practice by the Service Provider, either alone or jointly with others in connection with the Product. The Customer shall have no right in whatsoever manner, in the intellectual property rights of the said product. The Customer herein shall at all times take necessary steps to prevent infringement of the copyright, trademarks and/or other intellectual property rights of the Service Provider by any third Party. Upon becoming aware of any such actual or attempted infringement, Customer shall promptly inform the Service Provider of such infringement and assist in taking appropriate actions. You may not modify, reproduce, distribute, or create derivative works without prior written consent.
Compliance with Laws:
Each Party shall at all times and at its own expense strictly comply with all applicable Law, now or hereafter in effect, relating to its performance of this Agreement.
Term and Termination:
- This Agreement shall be valid from the Subscription Start Date until the Subscription end date or date on which it is explicitly terminated.
- This Agreement may be terminated by the affected Party for breach or default of the terms and conditions of this Agreement by the defaulting Party upon 48 hours written notice, should the default remain unremedied.
- This agreement will stand terminated on expiry of the term of subscription.
- The Service provider can terminate this agreement at any time by giving 30 days notice to that effect.
- The Subscriber shall not be entitled to terminate this agreement during the term hereof.
- Notwithstanding any other provisions, the Service Provider reserves the right to suspend and/or terminate this Agreement and/or any provision thereof, forthwith and/or suspend and/or terminate the Customer's access or use of the Product/Information under this Agreement, in case of i) the same being detrimental to the Service Provider's interest ii) regulatory / judicial order iii) breach of Agreement by Customer.
- Specifically, the Customer understands and agrees that its access to Information can be suspended / terminated without notice.
- This agreement shall Ipso Facto stand cancelled and terminated on termination/cancellation of the Agreement executed between the data source and the Service Provider or on the inability of the Service Provider to provide the information to the Customer under any circumstances whatsoever without any recourse or notice to the Customer.
- The Customer shall forthwith cease to use and access the said Product/Information on termination of this Agreement.
Force Majeure:
If the Service Provider is unable to perform any of its obligations under this Agreement because of circumstances beyond the reasonable control of the Party, such as an act of God, fire, casualty, pandemic, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise, labor or civic unrest, assertion or requirement of any governmental authority, epidemic, or destruction of production facilities, Non-receipt of information from the data source (a "Force Majeure Event"), the Service Provider who has been so affected shall immediately give notice to the Customer and shall do everything reasonably practicable to resume performance. However, the Service Provider shall not be held responsible or liable due for delay/loss/non providing or information/Product on account of the said Force Majeure event.
Notice:
Notices, demands or other communication to be given or made under this Agreement shall be emailed to support@upsurge.club. Any such notice, demand or communication shall, unless the contrary is proved, be deemed to have been duly served after receipt of transmission in the case of service by email.
Dispute Resolution:
In the event of any dispute arising out of or in relation to this Agreement, the Customer and the Service Provider shall mutually discuss to resolve the disputes. In the event the dispute is unresolved with mutual discussion the dispute will be resolved by the Courts of Mumbai, India.
Miscellaneous:
- The Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements.
- The summaries of corporate announcements provided through the Product are generated using Artificial Intelligence (AI) and may contain errors or inaccuracies. Users are advised to verify the summary against the official PDF of the announcement. The Service Provider shall not be held responsible or liable for any errors, omissions, or inaccuracies in the AI-generated summaries or for any decisions made based on such summaries.
- The Service Provider endeavors to ensure timely dissemination of information; however, delays may occur due to technological limitations, server downtime, scheduled or unscheduled maintenance, or other unforeseen technical issues. The Service Provider shall not be held responsible or liable for any delays, interruptions, or the resulting impact on the User's use of the Product or reliance on the Information.
- No modification, amendment or supplement to this Agreement will be binding unless made in writing and signed by a duly authorized representative of both Parties.
- If any term, provision or part of this Agreement is held invalid, void or unenforceable, the remainder of this Agreement will not be impaired or affected thereby.
- Any provision of this Agreement, which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive termination or expiration of this Agreement.
- Service Provider may assign the Agreement without the prior written consent of the Subscriber.
- Nothing contained in this Agreement shall create, constitute or evidence any partnership, agency, joint venture, trust or employer/employee relationship between the Parties.
- The Service Provider reserves the right to modify or update these Terms of Use at any time. Your continued use of the Product following the posting of changes signifies your acceptance of the revised terms. The Updated Terms and Conditions shall be effective immediately and shall supersede these.
