Terms of Service - Spyne
Terms of Service
1. User's Acknowledgment and Acceptance of Terms

Eventila technologies pvt limited. ("Us" or "We" or "Spyne") provides the www.spyne.ai site and various related services (collectively, the "site") to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Service"), as well as any other written agreement between us and you. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Privacy Policy, Cookie Policy and, if applicable, Data Processing Addendum ("DPA") before you may become a user. In addition, when using the services or materials on this site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.

By using this site, you agree to be bound by these Terms of Service. If you do not wish to be bound by these terms, you may not use or access the site and services.

These Terms of Service are effective as of today. We expressly reserve the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

2. Description of Services

Spyne provide users with access to certain materials to help them create and manage client galleries through the user of its web application, website hosting services and other tools and services (the "Services").

3. Registration Data and Privacy

In order to access some of the Services on this site, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data ("Registration Data"), and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. The information we obtain through your use of this site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Service.

4. Conduct on Site

Your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site. By posting information in or otherwise using any communications Services, message board, feedback form, or other interactive Services that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content - including images, text, communications, software, sounds, data, or other information - that:

  • is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  • victimizes, harasses, degrades, or intimidates an individual or group of individuals based on religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  • constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  • contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
  • impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "Unauthorized Use of Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar Services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

5. License Agreement

You hereby grant Spyne a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license.

The license includes the right to use your Content in connection with Spyne's operation of the Site, provided such Content is attributed to you in accordance with the credits (i.e. business name, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted by y

Although we try our best to restrict the ability of users and visitors to the site to make high resolution copies of content posted on the Site, we make no representation and warranty that content posted on the site will not be unlawfully copied without your consent. We do not restrict the ability of users and visitors to the site to make low resolution or 'thumbnail' copies of content posted on the site and you hereby expressly authorize Spyne to permit users and visitors to the Site to make such copies of your content.

You are responsible for any content that you have posted to the site and that may be lost or unrecoverable through your use of the Services. We may, but have no obligation to, monitor content on the site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations or operate the Services properly. We may also refuse to post, remove, or require you to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms of Service. If you believe any materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to hello@spyne.ai for copyright complaints.

6. Fair Usage Policy

This policy sets out an acceptable level of conduct relating to the use of our Services, it is designed to ensure that the Services received by most of the clients are not negative impacted by potential fraud and abuse of our products. Our plans are meant for individual photographer business use only. Photography studio and other businesses with more than one photographer should contact us for more options. Each "project" is meant to be created for a single event and shared with client as such. We reserve the right to charge additional fees to users who go above the fair usage amount that is determined to be to be more than 5 GB per collection, and 50 GB of bandwidth per month. We have the right to terminate any account immediately if it is determined that there is unlawful, prohibited, abnormal or unusual activity, or your use of the product is in contrary to this policy.

7. Account Fees and Features

Each user is entitled to create one account. Details of the account and pricing are given on the pricing page. Subscriptions are for the term you select when you subscribe. Subscription will automatically renew at the end of each billing period for the same duration as the original term, unless the subscription is terminated or cancelled by you or Spyne prior to the end of the term, either through the online platform or by written notice to hello@spyne.ai. You agree that upon the renewal of the term, the credit or debit card designated on your account will be billed the applicable fee in effect at the time of renewal. We reserve the right to terminate your subscription in the case that we are unable to process the payment with your credit card on file. You maybe upgrade, downgrade or cancel your account at any time, in the case of a downgrade or cancellation, a discount credit will be issued to your account for the difference in the cost over the remainder of the term. This credit can be applied to any future service with Spyne one year from the credit issue date and is not refundable in any form. Published projects will stay online if the user's subscription is active. In the case a subscription is cancelled, all images will be kept for 30 days from the cancellation date, during which the user could re-activate the account and retrieve all the images. Each account may be cancelled and re-activated a maximum of one time. Once the subscription has been cancelled for 30 days, all images will be removed from our database. If we are not able to keep your content for the said length of time, we reserve the right to refund you a pro-rated amount of what was originally paid and be relieved of any further obligations.

We may modify, suspend or discontinue any of the features attached to the accounts at any time at our sole discretion and without prior notice. Spyne resizes the images you upload for displaying and for client download purposes. You have the option to deliver the Original size image while updating the photos in the project. You take full responsibility for using the features offered by Spyne and you hereby expressly and irrevocably release and forever discharge Spyne from any actions, suits, losses, or liabilities arising directly or indirectly out of your use of the site and its features and Services.

8. Third Party Sites and Information

This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

9. Intellectual Property Information

By accepting these Terms of Service, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Spyne. You are only permitted to use the content as expressly authorized by us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, and/or the name of Spyne.

We do not share any confidential information of our users with any other users.

10. Unauthorized Use of Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to us immediately. To be effective, the notification must include:

  • Identify enough detail the copyrighted work that you believe has been infringed upon or other information enough to specify the copyrighted work being infringed).
  • Identify the material that you claim is infringing the copyrighted work listed in item #1 above.
  • Provide information reasonably enough to permit us to contact you (email address is preferred).
  • Provide information, if possible, enough to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).
  • Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
  • Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
  • Signature
  • Please send it to: hello@spyne.ai

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the appropriate Copyright Office for adjudication.

We do our best to not get involved in account disputes. In the case that we cannot reasonably determine the rightful account owner, we reserve the right, in our sole discretion, to suspend the disputed account without notice to you.

11. Disclaimer of Responsibilities

ALL SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICE

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Spyne spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms of Service.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our contro

You understand and agree that the services available on this site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

12. Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

13. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your negligent use or wilful misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

14. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur with your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.

We provide multiple security options for you to protect the privacy of your content. You are encouraged to familiarize yourself with the various settings to help you properly manage your account. You hereby acknowledge and understand that all content you upload to the platform may become accessible to the public, and it may be used, downloaded, linked to, and archived by others, and may appear on other websites and in search engine results. We will take all reasonable effort to protect your account, privacy and content, however we cannot guarantee absolute security of your account and all the content you have provided. We cannot guarantee that our security measures will prevent any third party, or hackers from illegally gaining access to your account and content, and we assume no responsibility for any illegal access of your account and content as a result. You accept all risks of any unauthorized access to all information you provide to Spyne, including but not limited to registration information, content, and account information. In the case that you are aware of any unauthorized access of your account, password and/or content, you must notify Spyne immediately at hello@spyne.ai.

15. E-mail, Messaging, Blogging, and Chat Services

We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Canada's anti-spam legislation (CASL), Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

If you have obtained user information through Email Registration or Orders, you hereby consent that you will not use user information such as their name, email, and address in any manner except as may be specifically authorized by us. Emails collected through Email Registration and Orders may not be used for sending unsolicited emails that are not directly related to their gallery and without their explicit consent. You agree to safeguard this information and you may not share such information with any third partie

16. International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside India and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

17. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

18. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at hello@spyne.ai. Notices to you may be sent to the address supplied by you as part of your Registration Data. We may send you notifications triggered by certain actions in your account; you may opt out of some of these notifications by updating the settings in your account. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

19. Entire Agreement

These Terms of Service constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Service may not be altered, supplemented, or amended using any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.

20. Miscellaneous

In any action to enforce these Terms of Service, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Service to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Service.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.

21. Contact Information

Except as explicitly noted on this site, the services available through this site are offered by Spyne.ai. If you notice that any user is violating these Terms of Service, please contact us at hello@spyne.ai.

SaaS & Business Shoot Policy

TERMS OF SERVICE

Eventila Technologies Private Limited ("Us" or "We" or "Spyne" or “Company”) provides the www.spyne.ai website and various related services (collectively, the "site") to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Service"), as well as any other written agreement between us and you. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including SaaS Policy, Business Shoot Policy and Privacy Policy before you may become a user. In addition, when using the services or materials on this site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.

By using this site, you agree to be bound by these Terms of Service. If you do not wish to be bound by these terms, you may not use or access the site and services.

These Terms of Service are effective as of today. We expressly reserve the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

Privacy Policy and Cookie Policy (as provided below), and any other documents, instructions, etc. included on the site shall be read into this and shall be a part of these Terms of Service.

1. Description of Services

Spyne provide users with services as provided herein below (“Services”): 

1.1 PhotographerSaaS

1.1.1 Description of Services

Spyne provides users with the service to access certain materials which enables them to:

create and manage client galleries through the use of its web application (“Spyne Share”)

host website data (“Spyne Web”). 

get video review internally & with clients (“Spyne Frame”)

Note: Spyne only hosts data and do not provide domain hosting. User has to purchase their own domain. Spyne is not responsible for any maintenance of the user’s domains. Users further have to independently procure the SSL as well. SSL shall be provided to Spyne which will be used for the user’s website only. It is be noted that all the data generated shall be stored with Spyne indefinitely until the user unsubscribes from the Spyne’s services. In such case all the data pertaining to such user shall be deleted from Spyne’s systems.

1.1.2 Fair Usage Policy

This policy sets out an acceptable level of conduct relating to the use of our Services, it is designed to ensure that the Services received by the majority of the clients are not negative impacted by potential fraud and abuse of our products. Our client gallery plans are meant for individual photographer business use only. Photography studio and other businesses with more than one photographer should subscribe to Studio plans or contact us for more options. Each "project" is meant to be created for a single event and shared with client as such. We reserve the right to charge additional fees to users who go above the fair usage amount that is determined to be maximum of 30 GB per project for users. We have the right to terminate any account immediately if it is determined that there is unlawful, prohibited, abnormal or unusual activity, or your use of the product is in contrary to this policy.

1.1.3 Referral Program

The Spyne Referral Program is only applicable to the Spyne Client Gallery product. The referral program allows users to earn bonus storage or referral credits towards their accounts. User must have an active Spyne account that is good standing, and must agree to the terms below in order to participate.

You may obtain unique referral links or send out email invitations that contain your unique referral link from your Spyne account. The invitations should only be shared with personal connections or friends who you represent that you have the necessary consent to send them the Invitation. Your referral links should not be published or distributed for commercial purposes.

For the referral to be considered eligible, your referred friend must sign up using your referral link or via your referral email. The referred friend must have never previously created a Spyne account, and have started actively using Spyne following your referral within 60 days. Spyne reserves the right to use account activity to determine the eligibility of the referral and updates its definition at any time at Spyne's full discretion.

You will receive 2 GB of bonus storage upon legitimate signup by each eligible referred friend and sharing of 1 project. Each User shall be entitled to 15 GB of maximum bonus storage. Referral credits can only be used towards future subscription charges and is not refundable once used. Referral credits have no cash value and cannot be transferred or exchanged for cash.

The referred friend who has signed up using a valid referral link will also receive an additional 2 GB of bonus storage in their account.

Bonus storage and referral credits are not transferrable between accounts. The bonus storage and referral credit rewards and their maximums are set by Spyne in its sole discretion and are subject to change at any time.

There can only be one eligible referral for a referred friend. If a referred friend has received multiple invitations, the referral link in which the referred friend used last will be the one used to attribute the referral. In the event of a dispute, Spyne has the full discretion to determine which user will receive attribution of the referral based on system information.

Spyne reserves the right to suspend or terminate the user's participation in the Referral Program any time for any reason. We may also remove the bonus storage or referral credits earned for activity that we believe is fraudulent or in violation of the terms. If your Spyne account is cancelled, any unused credits will be voided.

1.1.4 Account Fees and features

Certain plans of Spyne’s product and services will require payment of fees as stated on the site. You are required to pay all applicable fees in advance to use any paid products or services. Spyne reserves the right to change its fees and the services at any time. All fees are in INR unless stated otherwise, and do not include any taxes. You will be responsible for all applicable taxes relating to your use of Spyne. If we are obligated to collect taxes for the fees paid by you, the tax amount will be added to your payment.

Your subscription to the paid services will automatically renew at the end of each billing period for the same duration as the original term, unless the subscription is terminated or cancelled by you prior to the end of the term through your online dashboard. You may update or cancel your account subscription to the paid services at any time. In case there is a payment default at any instance including monthly/annual renewal, failure to complete so within 15 days of the due date will trigger discontinuation of services. Also in cases of partial payments made while initial onboarding, the complete payment has to be made on the day of activation of services and if in any case, you don’t respond to communications for setting up the services after the partial payment, the services shall be discontinued and amount shall be completely forfeited on the day of 3rd repeated contact ignored.

You will not receive any refund of any of the payments made we may however on sole discretion of the company consider providing an option to transfer pro-rata tax adjusted amount (pro-rata - the amount allocable for the remainder of the services as per the plan) to any other service that we offer.

` You agree that upon the renewal of the term, the credit card designate on your account will be billed the applicable fee in effect at the time of renewal. We reserve the right to terminate your subscription in the case that we are unable to process the payment with your credit card on file. If at any time, we are unable to process fees, receive a decline or a chargeback of fees on your account, your use of the product and services may be automatically terminated. In the event of a Chargeback, you will be required to pay for any outstanding fees and any additional fees incurred for the Chargeback prior to using your account and services again.

If your account is cancelled or terminated, the contents of your account may be removed immediately (including but not limited to, any writing or images you have uploaded to the site, or any end user data that were collected during your usage of the product and services). We are not liable for any loss of data (user content and otherwise) as a result of the account cancellation. You are bound to pay for any outstanding amount incurred before the termination of your account.

1.2. Business Shoots and Freelancers

1.2.1 Description of Services

Spyne provides users with the photography and/or videography service which may include shoot scheduling, coordination of the shoot, a production assistance team, post-production services, real-time reporting and delivery of the Deliverables

1.2.2 Trial & Commitment

Trial Period. Spyne and Business may agree to a trial period during which Spyne shall provide Services and Deliverables to Business as detailed in an Order Form (a “Trial”). The Trial period will be specified in the applicable Order Form. From the Effective Date of the Order Form until the conclusion of the Trial period, Business may terminate the Order Form and this Agreement at no penalty by providing written notice to Spyne at least fifteen (15) days prior to the end of the Trial. Any amounts paid for the Trial shall be non-refundable. If the Business does not terminate during the Trial period, this Agreement and Order Form will continue for the full term.

Commitment Period. Spyne and Business agree to a commitment period during which Spyne shall provide Services and Deliverables to Business as detailed in an Order Form the “Commitment Period”). During the Commitment Period, Business may only terminate the Agreement in accordance with Section 1.1.9 and 1.2.10 hereof.

1.2.3 Spyne’s Obligations

Spyne shall provide, in a workmanlike manner and within the timeframe specified in the applicable Order Form, all Services ordered by Business as specified in the Order Form(s) issued under this Agreement.

Spyne shall grant the Business the non-exclusive and limited rights to use the Deliverables according to the terms and conditions set forth in Section 8 of this Agreement.

Spyne shall provide all ordered Services and Deliverables to Business as specified in the Order Form(s) issued under this Agreement, within the timeframe specified in the applicable Order Form(s).

Spyne shall ensure that all Services and Deliverables are supplied in compliance with all applicable laws and regulations.

Spyne reserves the right to subcontract the execution of all or part of the services to one or more independent subcontractor(s) and/or its Affiliates.

1.2.4 Business’s Obligations

Business shall:

Make available, provide, and/or deliver, as applicable, all information, materials, context, and/or products as is necessary for Spyne to provide the Services and Deliverables;

Ensure that such information, materials, and/or products are provided in full compliance with any applicable laws and/or regulations;

Ensure that its personnel and, where applicable, its subcontractors, suppliers, and/or agents comply with this Agreement and any applicable code of conduct;

Notify Spyne immediately if business is informed or learns of an event or circumstances that may delay all or part of the performance of the Services or the rendering of Deliverables;

Ensure that it has the full and unrestricted rights and permissions to the following:

Business’s Likeness

If individuals will be photographed as part of the Services, Business warrants and represents that (i) it has obtained and will maintain all consents and permissions required to allow Spyne, as well as any authorized third party, to provide the Services and Deliverables, and to enable Spyne or the Business to use the Deliverables for the purposes set forth under this Agreement, in particular section 1.2.8, and (ii) Business will make any payments required to obtain and maintain such clearances, consents and permissions. For the avoidance of doubt, Business shall ensure that Spyne is duly authorized to take and use photos and/or videos of Business’s and/or Business’s customers’ likeness and images, including but not limited to reproducing, displaying, broadcasting, performing, or publishing Business’s or Business’s customers’ image and/or likeness in any and all forms of media for all uses now or in the future.

Business shall provide copies of the above-enumerated permissions to Spyne upon request. Business acknowledges that delays in providing such copies may result in delays in performance of the Services and/or the rendering of Deliverables.

Location and Goods

If applicable to the Services provided under the relevant Order Form, Business warrants and represents that (i) it has obtained and will maintain all consents and permissions required to allow Spyne, as well as any authorized third party, to provide the Services and Deliverables, and to enable Spyne or the Business to use the Deliverables for the purposes set forth under this Agreement, and (ii) Business will make any payments required to obtain and maintain such clearances, consents and permissions. Prior to the date Spyne will begin performance of the Services, as specified in the applicable Order Form, Business will obtain all permissions and releases necessary to photograph and film the following: (a) at the location(s) requested by the Business; and (b) the objects, goods, and products in such location during the provision of Services;

Business shall provide copies of the above-enumerated permissions to Spyne upon request. Business acknowledges that delays in providing such copies may result in delays in performance of the Services and/or the rendering of Deliverables.

1.2.5 Fees and Payment for Business

Fees. In consideration for the Services and Deliverables provided by Spyne under this Agreement, as well as the License granted to the Client under Section 3, where applicable, the Client shall pay the amount indicated on the applicable Order Form(s), in accordance with the conditions set forth in Setup Fee and Payment Terms below.

Setup Fee. A Setup Fee shall be due within thirty (30) days of the Effective Date of the Order Form.

Payment Terms. Client must pay the amounts indicated in the invoice issued to Client by Spyne, pursuant to the Order Form, within thirty (30) days of the date of Spyne’s invoice. If Client fails to pay any amounts due to Spyne within thirty (30) days of the date of Spyne’s invoice, Spyne reserves the right, in its sole discretion, to suspend the provision of the Services, as well as the License granted to Client, until the outstanding amounts are fully paid by Client to Spyne.

Refunds. We provide no refunds of the amount received for against any shoot services however at the sole discretion of the company, we may consider pro-rata tax adjusted amount (pro rata – remainder amount for unveiled services) allowed to be used for any further services that you avail.

Disputed Balance. If Client wishes to dispute the balance on any invoice submitted to Spyne for processing, then it must notify Spyne’s Project Manager within fifteen (15) days. Any undisputed balance that becomes due during the period Spyne is reviewing the disputed balance must be paid.

Deliverables Dispute. If the client has any issues or resolutions with regards to the project deliverables, it shall be notified to Spyne’s Project Manager within fifteen (15) days of the delivery of the project is completed. Any issues raised beyond the stipulated time, will not be attended by Team Spyne in any condition.

Failure to Pay. If the Client defaults on the payment when due pursuant to an invoice issued under this Agreement, Spyne may, after notifying the Client of such default by registered letter and if such default remains uncured, claim interest for delay and/or other applicable indemnity fee. Client shall pay to Spyne such interest and/or indemnity fee, as applicable, pursuant to the Indemnity Schedule, depending on the Spyne entity Client has contracted with, to cover debt collection and other related costs. In the event of non-payment, Spyne reserves the right to suspend performance of its obligations under this Agreement, without prejudice to other available remedies.

Affiliate or End Client Failure to Pay. If Client has placed the Order for one of its Affiliates and/or End Client , Client assumes full responsibility for all moneys due under the Order Form in the event that the Affiliate or the End Client fails to effectuate payment pursuant to the Payment Terms set forth above. In the event that an Affiliate or End Client fails to effectuate payment, Spyne may recover from the Client any outstanding amount due from the Affiliate or End Client, as well as any reasonable/actual damages incurred as consequence of the delay.

Minimum Guarantee. Client shall be obligated to pay Spyne for a minimum guaranteed amount in return for a minimum guaranteed level of Services and/or Deliverables (the “Minimum Guarantee”), as specified in the applicable Order Form. At the end of the relevant period, Spyne will send the Client an invoice reflecting the difference between the total Minimum Guarantee for the period Fees and the Services and Deliverables used during the period.

Taxes. All amounts due under this Agreement are payable in full, without deduction for taxes or duties of any kind. In the event Client is required by law to make any deduction or withholding from any sum payable under this Agreement, the sum in respect of which the deduction or withholding is required to be made shall be increased to the extent necessary to ensure that Spyne receives and retains a net sum equal to the amount it would have received in the event no such deduction or withholding had been required.

Withholding Tax. Should a withholding tax be applied on the Order, based on the applicable domestic laws, regulations and/or regulations, at the time when a payment is made, Client shall promptly contact the local tax authorities in order to obtain, as stated in the tax treaty between the respective countries of residence of Client and Spyne, the documents or forms requested to:

not levy the applicable withholding tax;

obtain the refund of withholding tax by such tax authorities; or

allow the tax withheld to constitute a foreign tax credit.

1.2.6 Deliverables rejection by Businesses

If any rendered Deliverable does not satisfy the applicable Guidelines, as specified in the relevant Order Form, Business must reject the non-conforming Deliverable(s) within three (3) days of receipt. Should Business not reject the Deliverable(s) within the specified time period, the Deliverable(s) will be deemed accepted and may no longer be revoked.

1.2.7 Discretionary revisions to deliverables by Spyne 

If the Business is not satisfied with the Deliverable(s) based on the Guidelines raised within fifteen (15) days of the project delivery is mutually agreed upon by the Parties, Spyne may revise the Deliverable(s), in its sole discretion, one (1) time at no extra charge. After this initial revision, Business shall pay for any additional Revision to the Deliverable, pursuant to Spyne’s standard pricing at the time of the requested revision. Under no circumstances shall Business be relieved of any payment obligation associated with the Services and Deliverables, and/or be entitled to a refund of any fees paid.

Promotions and Marketing

Notwithstanding anything to the contrary, the Parties agree that Spyne shall have the right to use the Deliverable(s), in full and/or in excerpts, to advertise, promote and publicize Spyne and/or its services, throughout the world, during the term of legal copyright protection under the applicable law, by all means and media (including but not limited to social media and websites owned and/or controlled by Spyne or one of its Affiliates), in any versions (hereinafter “Spyne’s Right of Promotion”). Spyne’s Right of Promotion shall include, but is not limited to, the right:

to incorporate and display portions of the Deliverable in, or as part of, Spyne’s professional portfolio, as that portfolio may be offered or displayed by Spyne in its sole discretion, in any medium, media or format;

to use Business’s name, trademark, and biographical information for purposes of inclusion in Spyne’s professional portfolio; and

to perform case studies on the success of the Deliverable, and offer or display such case studies on Spyne’s website and on other marketing materials.

1.2.9 Bankruptcy of Business

Either Party shall have the immediate right to terminate this Agreement, by providing written notice to the other Party, in the event that (i) the other Party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other Party’s property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.

1.2.10 Payments Following Termination

In the event of termination of the Order Form and/or this Agreement, Business shall pay Spyne the amounts due under the Order Form with respect to Services completed and/or Deliverables rendered up to the date of termination. Any amount due for Services performed by Spyne, or for Deliverables rendered by Spyne, will be billed to Business and Business shall promptly pay. Termination of this Agreement shall not release Business from any liabilities arising for the period prior to the date of termination.

2. Third Party Interaction and Links to Third Party Sites

2.1 In your use of the site, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors of the site. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that Spyne has no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

2.2 This site may be linked to other websites on the World Wide Web that are not under the control of or maintained by Spyne. Such links do not indicate any responsibility or endorsement on our part for the external website concerned, its contents or the links displayed on it. These links are provided only as a convenience, in order to help you find relevant websites, services and/or products that may be of interest to you, quickly and easily. It is your responsibility to decide whether any services and/or products available through any of these websites are suitable for your purposes. Company is not responsible for the owners or operators of these websites or for any goods or services they supply or for the content of their websites and does not give or enter into any conditions, warranties or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external web site to which this web site includes a link infringes the intellectual property rights of any third party).

3. Licence Agreement

You hereby grant Spyne a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license.

The license includes the right to use your Content in connection with Spyne's operation of the Site, provided such Content is attributed to you in accordance with the credits (i.e. business name, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted by you.

Although we try our best to restrict the ability of users and visitors to the site to make high resolution copies of content posted on the Site, we make no representation and warranty that content posted on the site will not be unlawfully copied without your consent. We do not restrict the ability of users and visitors to the site to make low resolution or 'thumbnail' copies of content posted on the site and you hereby expressly authorize Spyne to permit users and visitors to the Site to make such copies of your content.

You are responsible for any content that you have posted to the site and that may be lost or unrecoverable through your use of the Services. We may, but have no obligation to, monitor content on the site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations or operate the Services properly. We may also refuse to post, remove, or require you to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms of Service. If you believe any materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to help@spyne.ai for copyright complaints.

4. Unauthorised use of Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to us immediately. To be effective, the notification must include:

Identify enough detail the copyrighted work that you believe has been infringed upon or other information enough to specify the copyrighted work being infringed).

Identify the material that you claim is infringing the copyrighted work listed in item #1 above.

Provide information reasonably enough to permit us to contact you (email address is preferred).

Provide information, if possible, enough to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).

Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."

Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Signature

Please send it to: hello@spyne.ai

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the appropriate Copyright Office for adjudication.

We do our best to not get involved in account disputes. In the case that we cannot reasonably determine the rightful account owner, we reserve the right, in our sole discretion, to suspend the disputed account without notice to you.

5. Communications

We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

If you have obtained user information through Email Registration or Orders, you hereby consent that you will not use user information such as their name, email, and address in any manner except as may be specifically authorized by us. Emails collected through Email Registration and Orders may not be used for sending unsolicited emails that are not directly related to their gallery and without their explicit consent. You agree to safeguard this information and you may not share such information with any third party.

6. Intellectual Property Information

By accepting these Terms of Service, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Spyne. You are only permitted to use the content as expressly authorized by us or the specific content provider. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, and/or the name of Spyne.

We do not share any confidential information of our users with any other users.

7. Indemnification

You shall indemnify, defend, and hold harmless Spyne and Spyne’s officers, directors, employees, agents, Affiliates, successors, and permitted assignees (individually an “Indemnified Party,” and collectively the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, cost or expenses, including legal and court fees incurred by the Indemnified Parties (“Losses”), arising out of any third party claim brought against Spyne relating to or arising out of an allegation of (a “Claim Against Spyne”):

breach of or failure to comply with the Terms of Service;

breach of terms, conditions and obligations provided under SaaS Policy;

breach of terms, conditions and obligations provided under Business Shoots and Freelancers Policy;

breach of obligations provided in any other document included on the site.

8. Limitation of Liability & Disclaimer

In no event shall we or our affiliates be liable to you or any third party for any special, punitive, incidental, direct, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this site or of any web site referenced or linked to from this site.

Notwithstanding any provision to the contrary, under no circumstances shall the total indemnification obligation of Spyne under these Terms of Service for any damages resulting directly from these Terms of Service, and all claim(s), fees, costs, judgments, expenses, and/or awards to which you may be subjected or that are brought or entered against you, in the aggregate, exceed the amount paid by you to the Company for the Services performed by the Company to you.

THE SERVICES AND ANY OTHER SERVICES PROVIDED BY US IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, THE WE MAKE NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESSED, IMPLIED, ORAL OR OTHERWISE. WE WILL NOT BE HELD LIABLE, OR CONSIDERED IN BREACH OF THESE TERMS OF SERVICE, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THESE TERMS OF SERVICE, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND THE COMPANY’S CONTROL.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

9. Non Availability of Services

Service provided by Us are constantly being improved and upgraded. As a result certain services might not be available to you on account of being modified, temporarily removed, and/or discontinued. We are not liable to You in the event any offering, product and/or feature on the site and/or the Spyne Platform becomes temporarily or permanently unavailable.

10. Severability

To the extent that any part of these Terms of Service is found to be invalid, unlawful or unenforceable by any court of competent jurisdiction such part shall to that extent be severed from the remaining terms all of which shall remain in full force and effect as permitted by law.

11. International Use

Although this site may be accessible worldwide, We make no representation that materials on this site are appropriate or available for use in locations outside India for the time being, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

12. Termination of Use

Company in its sole discretion holds the right to terminate your access to part or whole site with or without notice and for any reason including but not limited breach of these Terms of Service. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension.

13. Assignment

You may not assign or delegate the Terms of Service or any of your rights or obligations hereunder. Any unauthorized assignment will be null and void. You acknowledge and agree that Spyne may assign or sub-contract any of its rights or obligations under these Terms of Service.

14. Entire Agreement

These Terms of Service constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.

15. Applicable Law and Jurisdiction 

These Terms of Service are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms of Service or any dispute arising in relation to the web site whether in contract or tort or otherwise, to submit to the exclusive jurisdiction of the courts located at Gurugram, India for the resolution of all such disputes.

PRIVACY POLICY

Effective Date: 30th July, 2020

GENERAL

Spyne is a product of registered company EVENTILA TECHNOLOGIES PRIVATE LIMITED (referred to as “Our”“Us” and “We” in this policy). It is an AI-driven tech product that helps businesses and marketplace vendors to get high-quality visual content including Images and Videos of their products and services at scale and cost. We believe that the responsible use of data support business growth and builds strong relationships between brand and consumer. As a business, We are committed to respecting and protecting the privacy of all individuals with whom we interact. We are committed to being transparent in Our handling of personal information and processing personal information at all times in accordance with applicable privacy and data protection laws. This Privacy Notice explains how We may collect and use personal information from you when you use Our site

This Privacy Policy shall be read in conjunction and together with the Terms of Service available on https://www.spyne.ai/ (‘site’) and forms an integral part of the user agreement between You and Eventila Technologies Private Limited (the ‘Company’). Capitalized terms not defined herein shall have the meaning attributed to them under the Terms of Use.

By accessing and/or using the Site, You signify Your agreement to accept this Privacy Policy. If you do not agree with any or all of the following terms of the privacy policy, please do not access and/or use the Site.

Providing information to Us is Your choice. You understand that any data, information, content or information that You post, submit or upload to the Site shall be visible to other Users of the Site and will be stored on Company’s servers for the purposes of making the Site available to You. Please do not post, submit or upload to the Site any data, information, content or information which would include any Personal Information and Sensitive Personal Data or Information that You do not wish to be made available to the Company or to the public at the large.

If You do not agree with any or all of the terms of this Privacy Policy, please do not provide any information to Us. If at any time You wish to discontinue Your access of the Site, You are free to do so. Further, if You require You can choose to have the Personal Information provided by You deleted by writing to help@spyne.ai. You always have the choice to opt-out of receiving communications from the Site by writing to help@spyne.ai.

We reserve the right, at Our sole discretion, to change or modify this Privacy Policy at any time without prior notice. Such changes and/or modifications shall become effective immediately upon being posted/published on the Site herein.

Please review the Privacy Policy from time-to-time. Your continued use of the Site following the posting of changes and/or modifications will constitute Your acceptance of any revised Privacy Policy. The Company retains the right at any time to deny or suspend access to all or part of the Site to anyone who the Company believes has violated any condition of this Privacy Policy.

The terms "Personal Information" and "Sensitive Personal Data or Information" shall have the meaning ascribed to it under the applicable laws of India.

SENSITIVE PERSONAL DATA OR INFORMATION

The Company will never ask you and you must never provide sensitive personal data or information to the Company or to any person/entity representing the Company. Any disclosure of sensitive personal data or information shall be at your sole risk and without any liability to the Company (including its directors, key managerial personnel, officers and employees). You understand, acknowledge and agree that the Company or any other person acting on behalf of the Company shall not in any manner be responsible for the authenticity of the personal information or sensitive personal data or information provided by you to the Company.

YOU MUST NOT DISCLOSE YOUR:

passwords;

financial information such as bank account details, credit card details, debit card details, secure pin number, passwords, etc.;

physical, physiological and mental health condition;

sexual orientation;

medical records and history;

biometric information;

national identification numbers;

and such other sensitive personal data or information.

Users must note that any information that is freely available or accessible in public domain shall not be regarded as Personal Information or Sensitive Personal Data or Information for the purposes of this Privacy Policy and the Company shall not be obliged to take any measures to protect the same since the same is freely available in the public domain.

Please note that identity theft and the practice currently known as "phishing" are of great concern to the Company. We do not and will not, at any time, request Your credit card information/debit card information/financial pin numbers and passwords.

PERSONAL INFORMATION

The primary purpose of collection of Personal Information set out hereinbelow and other information set out in hereinbelow, is to allow You to access and use the Site.

We may obtain information about Your name, email address, date of birth, age, device, device id, contact details, gender, location, pin code, area code, occupation, provided by You either on the Site and/or which may be available to the Company or other Users as a result of You publishing User Material on the Site and/or which may be available to the Company if You access the Site through any linked social media platforms;

We may also obtain information about You, from any e-mails, letters, communication, etc. that You send to Us. We may also obtain information collected by cookies or similar technologies.

We may receive information that You submit to any Third-Party Website You access from links contained within the Site. You should check the privacy policy of such Third-Party Websites to find out how they will use Your personal information and sensitive personal data or information. The Company shall not be responsible or liable for use or misuse of the same by Third-Party Websites.

We may obtain information about Your IP address, operating system, browser type, browser version, browser configuration, name of internet service provider, and other types of computer and connection related information relevant to identifying Your type of device, geographic location, usage history, etc.

We may also obtain information about how the Site is used by You and all other individual usage patterns on the Site.

If You access the Site through a social media platform, We may collect Your user ID or user name, any information You have permitted the social media service to share with Us, and any information You have made public with the social media service. In such a case, You undertake to comply to the Terms of Service including the Privacy Policy of the Site and any additional terms and conditions stipulated by such social media platforms. In the event of any inconsistency, the Terms of Use including the Privacy Policy of the Site shall prevail to the extent of conflict.

We may combine Your personal information with information collected from Tracking Technologies and aggregate it with information collected from other users using the Site to attempt to provide You with a better experience on the Site. You understand, agree and acknowledge that Our collection, storage and processing of Your personal information is for a lawful purpose connected with the functioning of the Site. You hereby consent to the collection, storage, use, disclosure, transfer, processing of the personal information for the purposes set out herein.

SHARING YOUR DATA

We may disclose your personal information in the circumstances set out below and you hereby consent to the same to be shared with:

any third-party service provider to whom disclosure is necessary to enable Us to provide You with the services which You wish to access on or through the Site;

any person/entity to whom disclosure is necessary in accordance with applicable law;

any government or statutory authority or court of law or judicial forum to whom disclosure is necessary in accordance with applicable law;

in circumstances We believe necessary or appropriate to respond to valid claims and legal process, to protect the property and rights of the Company, to protect the safety of the public or any person or User, or to prevent or stop any illegal, unethical or legally actionable activity;

any person/entity to whom disclosure is necessary to enable Us to enforce Our rights;

to Our associate companies, business partners, agents or third parties for the purposes of the services or for any other marketing and promotional activity undertaken by or on behalf of the Company;

any entity that legally acquires the Company or its Site.

We understand the importance of data security and We want Your browsing experience with Us to be as safe as possible. We have implemented reasonable safeguards and precautions to protect Your personal information. 

PLEASE UNDERSTAND THAT, WHILE WE STRIVE TO PROTECT YOUR PERSONAL DATA AGAINST POTENTIAL RISKS AND EXPOSURES, THERE IS NO ABSOLUTE SECURITY IN THE ONLINE/ INTERNET SPHERE. THEREFORE, YOU MUST NOT DISCLOSE ANY INFORMATION ON THE SITE THAT IS SENSITIVE PERSONAL DATA OR INFORMATION. YOU UNDERSTAND THAT THE TRANSMISSION OF INFORMATION OVER THE INTERNET IS NOT COMPLETELY SECURE AND THERE ARE RISKS ASSOCIATED WITH IT. ALTHOUGH WE STRIVE TO PROTECT YOUR PERSONAL INFORMATION, WE CANNOT GUARANTEE THE SECURITY OF THE SAME WHILE IT IS BEING TRANSMITTED TO OUR SITE AND ANY TRANSMISSION IS AT YOUR OWN RISK.

COOKIES 

BY DEFAULT, YOUR WEB BROWSER WILL ACCEPT COOKIES, HOWEVER THIS CAN BE ALTERED BY YOU. YOU HAVE THE OPTION OF ENABLING OR DISABLING COOKIES IN YOUR WEB BROWSER. IF YOU DO NOT WANT US TO INSTALL COOKIES, YOU MAY CHANGE THE SETTINGS ON YOUR WEB BROWSER TO DISABLE COOKIES. HOWEVER PLEASE NOTE THAT IF YOU DISABLE COOKIES, YOU MAY NOT BE ABLE TO USE ALL OF THE FEATURES OF THE SITE.

The Site and/or third parties may use "Cookies", and other similar tracking technologies (collectively, "Tracking Technologies") to collect information automatically as You browse the Site and the internet. For the purposes of this clause below terms have the meanings as set out below: 

By visiting the Site whether as a registered user or otherwise, You acknowledge, understand and hereby agree that You are giving us Your consent to track Your activities and Your use of the Site through these Tracking Technologies.

Cookie and IP address information may be transferred to the responding data centres outside the territory of India as well and these may include countries where applicable data protection laws provide a lesser degree of protection than India. In the event of any inconsistency, the Terms of Use including the Privacy Policy of the Site shall prevail to the extent of conflict only.

Details pertaining to cookies are stated under Cookies Policy mentioned herein under.

THIRD-PARTY WEBSITES

This Site may contain links to other Websites owned and operated by third parties which are not under the control of the Company ("THIRD-PARTY WEBSITES").

THE SITE MAY CONTAIN LINKS TO OTHER THIRD-PARTY WEBSITES WHICH ARE NOT UNDER THE CONTROL OF THE COMPANY. ANY SERVICE YOU VISIT BY A LINK FROM THE SITE IS SOLELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDING THE SERVICE. THE CONTENT OF, INCLUDING MATERIALS AND INFORMATION CONTAINED ON, ANY THIRD PARTY WEBSITE TO WHICH YOU LINK FROM THE SITE IS SOLELY THE RESPONSIBILITY OF THE PROVIDER OF THAT THIRD PARTY WEBSITE. ANY TRANSACTIONS THAT YOU ENTER INTO WITH A THIRD PARTY LISTED IN THIS SITE OR LINKED FROM THIS SITE ARE SOLELY BETWEEN YOU AND THAT THIRD PARTY. THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCH THIRD-PARTY WEBSITE, ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY SUCH THIRD PARTY WEBSITE, NOR THE ORGANIZATIONS PUBLISHING THOSE THIRD PARTY WEBSITES, AND HEREBY DISCLAIM ANY RESPONSIBILITY AND LIABILITY FOR THE SAME. THE INCLUSION OF ANY LINKS DOES NOT CONSTITUTE OR IMPLY AN ENDORSEMENT OR RECOMMENDATION BY US OF THE THIRD-PARTY, OF THE QUALITY OF ANY PRODUCT OR SERVICE, ADVICE, INFORMATION OR OTHER MATERIALS DISPLAYED, PURCHASED, OR OBTAINED BY YOU AS A RESULT OF AN ADVERTISEMENT OR ANY OTHER INFORMATION OR OFFER IN OR IN CONNECTION WITH THE THIRD PARTY WEBSITE. THE COMPANY AND SITE SHALL NOT BE LIABLE, ACCOUNTABLE OR RESPONSIBLE FOR YOUR PERSONAL INFORMATION AND/OR SENSITIVE PERSONAL DATA OR INFORMATION BEING USED OR MISUSED BY SUCH THIRD-PARTY WEBSITE.

YOUR ACCESS AND USAGE OF ANY THIRD-PARTY WEBSITES IS ENTIRELY AT YOUR OWN RISK. THE COMPANY SHALL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY SERVICE.

Your use of a Third-Party Website is subject to the terms and conditions and privacy policy of that site in addition to these Terms of Service. In the event of any inconsistency between the governing terms and conditions, the Terms of Service including the Privacy Policy of the Site shall prevail to the extent of conflict.

UPDATES 

This Privacy Policy may be updated from time to time to reflect changes in law, best practice or a change in Our practices regarding the treatment of personal information. If you do not agree to the changes, please do not continue to use Our site. You should check this policy frequently for updates. This policy was last updated 30th July 2020.

GOVERNING LAW AND JURISDICTION

This Privacy Policy and any dispute or claim related to it shall be governed by laws of India. Each party agrees that courts at Gurugram have exclusive jurisdiction over this Privacy Policy and any dispute or claim related to it.

CONTACT US 

If you have any questions about Our approach to privacy or you would like to exercise any of the rights mentioned in this Privacy Policy you can contact Our grievance officer in any of the following ways: 

Address: 1004 (J&K), JMD Megapolis, Gurgaon

Telephone: 

Email: help@spyne.ai

COOKIES POLICY

Last updated on 30th July, 2020

1. Introduction

Eventila Technologies Private Limited ("Us" or "We" or "Spyne" or “Company”) may use cookies, web beacons, tracking pixels, and other tracking technologies when you visit our website www.spyne.ai, including any other media form, media channel, mobile website, or mobile application related or connected thereto (collectively, the “site”) to help customize the site and improve your experience.

We reserve the right to make changes to this Cookie Policy at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of this Cookie Policy. Any changes or modifications will be effective immediately upon posting the updated Cookie Policy on the Site, and you waive the right to receive specific notice of each such change or modification.

You are encouraged to periodically review this Cookie Policy to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Cookie Policy by your continued use of the site after the date such revised Cookie Policy is posted.

2. Use of cookies

A “cookie” is a string of information which assigns you a unique identifier that we store on your computer. Your browser then provides that unique identifier to use each time you submit a query to the site. We use cookies on the Site to, among other things, keep track of services you have used, record registration information, record your user preferences, keep you logged into the site, facilitate purchase procedures, and track the pages you visit. Cookies help us understand how the site is being used and improve your user experience.

3. Types of cookies

The following types of cookies may be used when you visit the Site:

3.1 Advertising Cookies

Advertising cookies are placed on your computer by advertisers and ad servers in order to display advertisements that are most likely to be of interest to you. These cookies allow advertisers and ad servers to gather information about your visits to the site and other websites, alternate the ads sent to a specific computer, and track how often an ad has been viewed and by whom. These cookies are linked to a computer and do not gather any personal information about you.

3.2. Analytics Cookies

Analytics cookies monitor how users reached the site, and how they interact with and move around once on the site. These cookies let us know what features on the site are working the best and what features on the site can be improved.

3.3. Our Cookies

Our cookies are “first-party cookies”, and can be either permanent or temporary. These are necessary cookies, without which the site won’t work properly or be able to provide certain features and functionalities. Some of these may be manually disabled in your browser, but may affect the functionality of the site.

3.4. Personalization Cookies

Personalization cookies are used to recognize repeat visitors to the site. We use these cookies to record your browsing history, the pages you have visited, and your settings and preferences each time you visit the site.

3.5. Security Cookies

Security cookies help identify and prevent security risks. We use these cookies to authenticate users and protect user data from unauthorized parties.

3.6. Site Management Cookies

Site management cookies are used to maintain your identity or session on the site so that you are not logged off unexpectedly, and any information you enter is retained from page to page. These cookies cannot be turned off individually, but you can disable all cookies in your browser.

3.7. Third-Party Cookies

Third-party cookies may be place on your computer when you visit the site by companies that run certain services we offer. These cookies allow the third parties to gather and track certain information about you. These cookies can be manually disabled in your browser.

4. Control of cookies

Most browsers are set to accept cookies by default. However, you can remove or reject cookies in your browser’s settings. Please be aware that such action could affect the availability and functionality of the site.

For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies. In addition, you may opt-out of some third-party cookies through the Network Advertising Initiative’s Opt-Out Tool.

5. Other tracking technologies

In addition to cookies, we may use web beacons, pixel tags, and other tracking technologies on the site to help customize the Site and improve your experience. A “web beacon” or “pixel tag” is tiny object or image embedded in a web page or email. They are used to track the number of users who have visited particular pages and viewed emails, and acquire other statistical data. They collect only a limited set of data, such as a cookie number, time and date of page or email view, and a description of the page or email on which they reside. Web beacons and pixel tags cannot be declined. However, you can limit their use by controlling the cookies that interact with them.

6. Privacy Policy

For more information about how we use information collected by cookies and other tracking technologies, please refer to our Privacy Policy stated above. This Cookie Policy is part of and is incorporated into our Privacy Policy. By using the site, you agree to be bound by this Cookie Policy and our Privacy Policy.

7. Contact Us

If you have questions or comments about this Cookie Policy, please contact us at:

Address: 1004 (J&K), JMD Megapolis, Gurgaon

Telephone: 

Email: help@spyne.ai

Partner Studio Agreement

PARTNER STUDIO AGREEMENT

The PARTNER STUDIO AGREEMENT (“Agreement”) is made at ____, on _____, 2020 (“Effective Date”), by and between 

Eventila Technologies Private Limited, ,a private limited company incorporated under the Companies Act, 2013 having CIN U72200DL2015PTC281740, and having its registered office at Flat no. D-2, 3rd Floor, Metro Green Apartment, Plot Number 1063B, Ward 8, Mehrauli, New Delhi-110030 India (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest and permitted assigns) of the ONE PART;

AND

[•], a photography studio operating from [insert office address] represented through [insert name of the authorised person] having PAN no [insert PAN no.] (hereinafter called “Partner studio” expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest and permitted assigns) of the SECOND PART

Company and Partner studio may be referred to collectively as the “Parties” And individually as “Party” as the context may require.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto agree as follows: 

ENGAGEMENT. Company hereby engages Partner studio from the Effective Date of this Agreement through and including the date(s) of performance (“the Term”) for providing the photography services and the specific details of the services is outlined in the attached Schedule A (“Scope of Work”). Company hereby appoints Partner studio on a non-exclusive, non-employee basis to provide its services to the target audience. 

TERM. This Agreement shall have an initial term of [] and shall automatically renew for additional [] thereafter unless either party provides ten (10) days prior written notice of its intention of nonrenewal.

OBLIGATIONS OF PARTNER STUDIO. Partner studio hereby in all times agrees to:

3.1 make itself available on time for the scheduled shoot at the assigned venue failing which amounts to material breach of the Agreement and Company shall have right to immediately terminate the Agreement without stating any reason;

3.2ensure that the scheduled shoot shall be carried as per the guidelines provided by the Company from time to time;

3.3 be solely responsible for receipt, custody and delivery of all the samples/merchandises provided by the client/customer for the shoot;

3.4 upload the content at Company platform (“Spyne”) by next day of the completion of the scheduled shoot in accordance with the guidelines provided by the Company;

3.5 intimate the Company two (2) days prior to cancelling the assigned shoot failing which shall be considered as a material breach of the Agreement;

3.6 complete the shoot within the time frame as provided by the Company under the guidelines;

3.7 maintain a separate backup of the photographed data generated after the completion of the shoot for period of atleast three (3) month and in case of misplacing and/or deletion of the data, the Partner studio shall solely be held responsible and shall at its own cost redo the shoot and provide data to the Company;

3.8 make itself and/or its personnel, as agreed by the Company, present for the assigned shoot. In case Partner studio send any other third party in place of itself or its personnel shall amount to breach of trust and Company shall have right to immediately terminate the Agreement without stating any reason;

3.9 maintain healthy relationship with the clients/customers during the course of the assigned shoot and shall in no case misbehave or act in a manner not acceptable to the Company;

3.10 not indulge/ perform any additional shoots which are out of Scope of Work provided hereinunder Schedule A.

3.11 maintain a professional conduct during the course of the shoot and shall not damage any of the products of the client/customers, in case of damage to the product, either intentionally or unintentionally, Partner studio shall bear the cost of such product and shall reimburse the client/customer for such damage caused;

3.12 comply with the TAT’s, successive breach of which shall lead to penalty which further shall be dependent upon the gravity of the breach. 

INTELLECTUAL PROPERTY RIGHTS. Partner studio acknowledges and agrees that Company for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Partner studio for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”). Notwithstanding the foregoing, Partner studio shall keep safe with itself the photos/content generated during the term of this Agreement and shall not allow itself and/or its personnel to use such photos/content in any manner without the written consent by the Company. 

USAGE. Company shall cause Partner studio to grant to Company a limited, non-exclusive, royalty free, right and license to feature Content generated by Partner studio on its social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.

TERMINATION. Either Party may terminate this agreement upon seven (7) days prior written notice if the other Party breaches this Agreement and does not cure such breach within such time period. In addition to any right or remedy that may be available to Company under this agreement or applicable law, In addition, in the event that Partner studio has breached its obligations as stated under section 3 of this Agreement, Company may (i) immediately suspend, limit or terminate Partner studio’s access to any Company account and/ or (ii) instruct Partner studio to cease all ongoing activities or make clarifying statements, and Partner studio shall immediately comply. 

CONFIDENTIALITY AND EXCLUSIVITY. During the course of Partner studio’s performance of Services for Company, Partner studio will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Partner studio acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Partner studio’s duties under this Agreement. Partner studio agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Partner studio’s performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Partner studio will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Partner studio’s possession or control. 

NON-SOLICITATION. Partner studio agrees that during the tenure of this Agreement, and for a three (3) month term afterward, Partner studio shall not directly or indirectly, personally or through others, solicit or attempt to solicit the clients/customers of the Company. This clause shall survive the termination/expiration of the Agreement and shall be valid for a period of two (2) years from the date of said termination/expiration.

COMPENSATION. Partner studio shall within the permitted time as provided by the Company in the guidelines submit the photos to the Company failing which they hereby waive off their right to claim the payment against such shoot. In full consideration of Partner studio’s performance, his / her obligations and the rights granted herein, Partner studio shall be paid [•] on weekly basis contingent to approval of the content by the client/customer. Partner studio acknowledges that the agreed upon compensation represents Partner studio’s entire compensation with respect to this Agreement and Company shall have no other obligation for any other compensation to or expenses or costs incurred by Partner studio in connection with the performance of its obligations under this Agreement. If Partner studio has obtained employees or agents or personnel, Partner studio shall be solely responsible for all costs associated with such employees or agents or personnel.

PAYMENT TERMS. Payment shall be made by online transfer through NEFT/IMPS or cheque/money order to the address given by Partner studio. Payments will be due seven (7) days after the agreed invoice date. 

FORCE MAJEURE. If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, outbreak of epidemic or pandemic, act of God, or other cause beyond the control of such Party, then such Party shall be excused from such performance during the pendency of such cause. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Agreement.

INDEPENDENT CONTRACTOR. Partner studio is retained as an independent contractor of Company. Partner studio acknowledges and agrees that (i) Partner studio is solely responsible for the manner and form by which Partner studio performs its obligations under this Agreement, and (ii) Partner studio is a self-employed individual, who performs services similar to the Services outlined in Schedule A for various entities and individuals other than Company. Partner studio is responsible for the withholding and payment of all taxes and other assessments arising out of Partner studio’s performance of Services, and neither Partner studio nor any of Partner studio’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company. 

REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party. Parties have the full power and authority to enter into, execute and deliver this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby will not violate any order, judgement or decree against, or binding upon, such Party or upon its respective securities, properties or businesses; or violate any applicable Law and/or the law of any other country in which it maintains its principal office.

ANTI-CORRUPTION. Parties agree to comply with all applicable anti-corruption laws including the Prevention of Corruption Act, 1988 in relation to this Agreement. Both Parties agree that they will not offer to pay or pay anything of value to anyone, including the Governmental officials or related persons or entities to corruptly: (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or to direct business to any person or entity; or (iv) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement.

INDEMNITY. Partner studio shall, at its own expense, indemnify, defend and hold harmless Company from and against any and all liability suffered or incurred (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney’s fees and expenses) or any other loss that may occur, arising from or relating to the Agreement including but not limited to (i) Non-performance, inadequate performance, provision of deficient services, breach by Partner studio and/or Partner studio’s personnel of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement, including but not limited to the obligations pertaining to confidentiality, breach of IP rights, violation of applicable laws or any guidelines issued by Company from time to time; (ii) Acts, material omissions, errors, misrepresentations, misconduct, negligence by Partner studio and/or Partner studio Personnel in performance of their obligations under this Agreement.

LIMITATION OF LIABILITY. Notwithstanding anything to the contrary elsewhere contained in this Agreement, Company shall, in no event, regardless of the form of claim, be liable for any direct, indirect, special, punitive, exemplary, speculative or consequential damages, including, but not limited to, any loss of use, business interruption, and loss of income or profits, irrespective of whether it had an advance notice of the possibility of any such damages.

GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law. This Agreement may not be assigned by either Party without the prior written consent of the other, and any such purported assignment shall be void. This Agreement is made in [•] and shall be construed and interpreted in accordance with the law of India, applicable to contracts made and to be performed entirely therein. The Parties hereby submit to the exclusive jurisdiction of the courts of Delhi. This document is a complete and exclusive statement of the terms of this Agreement and may not be changed orally but only by writing signed by both parties. Please acknowledge your agreement by signing below and returning a copy to us. We look forward to a mutually rewarding relationship. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

For Partner studio For Company 

1.) __________________________ 1.) __________________________

Name: Name: 

Designation: 

SCHEDULE A

Scope of Work

Freelancer Agreement

FREELANCER AGREEMENT

The FREELANCER AGREEMENT (“Agreement”) is made at ____, on _____, 2020 (“Effective Date”), by and between 

Eventila Technologies Private Limited, ,a private limited company incorporated under the Companies Act, 2013 having CIN U72200DL2015PTC281740, and having its registered office at Flat no. D-2, 3rd Floor, Metro Green Apartment, Plot Number 1063B, Ward 8, Mehrauli, New Delhi-110030 India (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest and permitted assigns) of the ONE PART;

AND

[•], a photo editor resident of [insert residential address] having PAN no [insert PAN no.] (hereinafter called “Editor” expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest and permitted assigns) of the SECOND PART

Company and Editor may be referred to collectively as the “Parties” And individually as “Party” as the context may require.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto agree as follows: 

ENGAGEMENT. Company hereby engages Editor from the Effective Date of this Agreement through and including the date(s) of performance (“the Term”) for providing the editing services and the specific details of the services is outlined in the attached Schedule A (“Scope of Work”). Company hereby appoints Editor on a non-exclusive, non-employee basis to provide its services to the target audience. 

TERM. This Agreement shall have an initial term of [] and shall automatically renew for additional [] thereafter unless either party provides ten (10) days prior written notice of its intention of nonrenewal.

OBLIGATIONS OF EDITOR. Editor hereby in all times agrees to:

3.1 make itself available on time for the scheduled shoot at the assigned venue failing which amounts to material breach of the Agreement and Company shall have right to immediately terminate the Agreement without stating any reason;

3.2ensure that the scheduled shoot shall be carried as per the guidelines provided by the Company from time to time;

3.3 handle all the samples/merchandises with due care;

3.4 upload the content at Company platform (“Spyne”) by next day of the completion of the scheduled shoot in accordance with the guidelines provided by the Company;

3.5 intimate the Company two (2) days prior to cancelling the assigned shoot failing which shall be considered as a material breach of the Agreement;

3.6 complete the shoot within the time frame as provided by the Company under the guidelines;

3.7 maintain a separate backup of the photographed data generated after the completion of the shoot for period of atleast three (3) month and in case of misplacing and/or deletion of the data, the Editor shall solely be held responsible and shall at its own cost redo the shoot and provide data to the Company;

3.8 make itself and/or its personnel, as agreed by the Company, present for the assigned shoot. In case Editor send any other third party in place of itself or its personnel shall amount to breach of trust and Company shall have right to immediately terminate the Agreement without stating any reason;

3.9 maintain healthy relationship with the clients/customers during the course of the assigned shoot and shall in no case misbehave or act in a manner not acceptable to the Company;

3.10 not indulge/ perform any additional shoots which are out of Scope of Work provided hereinunder Schedule A.

3.11 maintain a professional conduct during the course of the shoot and shall not damage any of the products of the client/customers, in case of damage to the product, either intentionally or unintentionally, Editor shall bear the cost of such product and shall reimburse the client/customer for such damage caused;

INTELLECTUAL PROPERTY RIGHTS. Editor acknowledges and agrees that Company for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Editor for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”). Notwithstanding the foregoing, Editor shall keep safe with itself the photos/content generated during the term of this Agreement and shall not allow itself and/or its personnel to use such photos/content in any manner without the written consent by the Company. 

USAGE. Company shall cause Editor to grant to Company a limited, non-exclusive, royalty free, right and license to feature Content generated by Editor on its social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.

TERMINATION. Either Party may terminate this agreement upon seven (7) days prior written notice if the other Party breaches this Agreement and does not cure such breach within such time period. In addition to any right or remedy that may be available to Company under this agreement or applicable law, In addition, in the event that Editor has breached its obligations as stated under section 3 of this Agreement, Company may (i) immediately suspend, limit or terminate Editor’s access to any Company account and/ or (ii) instruct Editor to cease all ongoing activities or make clarifying statements, and Editor shall immediately comply. 

CONFIDENTIALITY AND EXCLUSIVITY. During the course of Editor’s performance of Services for Company, Editor will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Editor acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Editor’s duties under this Agreement. Editor agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Editor’s performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Editor will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Editor’s possession or control. 

NON-SOLICITATION. Editor agrees that during the tenure of this Agreement, and for a three (3) month term afterward, Editor shall not directly or indirectly, personally or through others, solicit or attempt to solicit the clients/customers of the Company. This clause shall survive the termination/expiration of the Agreement and shall be valid for a period of two (2) years from the date of said termination/expiration.

COMPENSATION. In full consideration of Editor’s performance, his / her obligations and the rights granted herein, Editor shall be paid [•] on weekly basis contingent to approval of the content by the client/customer. Editor acknowledges that the agreed upon compensation represents Editor’s entire compensation with respect to this Agreement and Company shall have no other obligation for any other compensation to or expenses or costs incurred by Editor in connection with the performance of its obligations under this Agreement. If Editor has obtained employees or agents or personnel, Editor shall be solely responsible for all costs associated with such employees or agents or personnel.

PAYMENT TERMS. Payment shall be made by online transfer through NEFT/IMPS or cheque/money order to the address given by Editor. Payments will be due seven (7) days after the agreed invoice date. 

FORCE MAJEURE. If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, outbreak of epidemic or pandemic, act of God, or other cause beyond the control of such Party, then such Party shall be excused from such performance during the pendency of such cause. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Agreement.

INDEPENDENT CONTRACTOR. Editor is retained as an independent contractor of Company. Editor acknowledges and agrees that (i) Editor is solely responsible for the manner and form by which Editor performs its obligations under this Agreement, and (ii) Editor is a self-employed individual, who performs services similar to the Services outlined in Schedule A for various entities and individuals other than Company. Editor is responsible for the withholding and payment of all taxes and other assessments arising out of Editor’s performance of Services, and neither Editor nor any of Editor’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company. 

REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party. Parties have the full power and authority to enter into, execute and deliver this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby will not violate any order, judgement or decree against, or binding upon, such Party or upon its respective securities, properties or businesses; or violate any applicable Law and/or the law of any other country in which it maintains its principal office.

ANTI-CORRUPTION. Parties agree to comply with all applicable anti-corruption laws including the Prevention of Corruption Act, 1988 in relation to this Agreement. Both Parties agree that they will not offer to pay or pay anything of value to anyone, including the Governmental officials or related persons or entities to corruptly: (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or to direct business to any person or entity; or (iv) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement.

INDEMNITY. Editor shall, at its own expense, indemnify, defend and hold harmless Company from and against any and all liability suffered or incurred (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney’s fees and expenses) or any other loss that may occur, arising from or relating to the Agreement including but not limited to (i) Non-performance, inadequate performance, provision of deficient services, breach by Editor and/or Editor’s personnel of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement, including but not limited to the obligations pertaining to confidentiality, breach of IP rights, violation of applicable laws or any guidelines issued by Company from time to time; (ii) Acts, material omissions, errors, misrepresentations, misconduct, negligence by Editor and/or Editor’s personnel in performance of their obligations under this Agreement.

LIMITATION OF LIABILITY. Notwithstanding anything to the contrary elsewhere contained in this Agreement, Company shall, in no event, regardless of the form of claim, be liable for any direct, indirect, special, punitive, exemplary, speculative or consequential damages, including, but not limited to, any loss of use, business interruption, and loss of income or profits, irrespective of whether it had an advance notice of the possibility of any such damages.

GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law. This Agreement may not be assigned by either Party without the prior written consent of the other, and any such purported assignment shall be void. This Agreement is made in [•] and shall be construed and interpreted in accordance with the law of India, applicable to contracts made and to be performed entirely therein. The Parties hereby submit to the exclusive jurisdiction of the courts of Delhi. This document is a complete and exclusive statement of the terms of this Agreement and may not be changed orally but only by writing signed by both parties. Please acknowledge your agreement by signing below and returning a copy to us. We look forward to a mutually rewarding relationship. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

For Editor For Company 

1.) __________________________ 1.) __________________________

Name: Name: 

Designation: 

SCHEDULE A

Scope of Work