Terms & Conditions
iGainspark Loyalty Platform IS A COPYRIGHT LOYALTY SOLUTION PLATFORM OF MIRACLE SMART CARD PRIVATE LIMITED ( MSCPL). BY SIGNING UP OR ENROLLING FOR OUR APPLICATION PLATFORM , YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF MSCPL’S ONLINE SERVICE OF LOYALTY APPLICATION (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SHOULD NOT USE THE SERVICE OR DO NOT SIGN OUR IGAINSPARK SaaS PROPOSAL ORDER FORM AT A LATER STAGE.
Welcome
As part of the Service, MSCPL will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the MSCPL’s iGainspark.com website incorporated by reference herein, including but not limited to MSCPL’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy and Security; Disclosure
MSCPL’s privacy and security policies may be viewed at Privacy Policy at Privacy Policy . MSCPL reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, MSCPL occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that MSCPL can disclose the fact that you are a paying customer and the edition of the Service that you are using.
2. License Grant and Restrictions
MSCPL hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by MSCPL.
You may not access the Service if you are a direct competitor of iGainspark. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) sell, transfer or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, or otherwise unlawful, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify MSCPL immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MSCPL immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another MSCPL user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
MSCPL does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not MSCPL, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and MSCPL shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), MSCPL will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. MSCPL reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and MSCPL shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
MSCPL alone own’s all right, title and interest, including all related Intellectual Property Rights, in and to the MSCPL, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Intellectual Property Rights owned by MSCPL. The MSCPL name, the MSCPL logo, iGainspark name, iGainspark logo and the product names associated with the Service are trademarks of MSCPL and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. MSCPL and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. MSCPL does not endorse any sites on the Internet that are linked through the Service. MSCPL provides these links to you only as a matter of convenience, and in no event shall MSCPL or its licensors be responsible for any content, products, or other materials on or available from such sites. MSCPL provides the Service to you pursuant to the terms and conditions of this Agreement.
7. Charges and Payment of Fees
This agreement is between MSCPL and You. However, You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made in advance ( either Monthly, Quarterly, Six-Monthly or Yearly) when you have to Upgrade or Renew the License Plan . All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all User license plan opted for the defined term, whether or not such User licenses are actively used. MSCPL reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing and Renewal
MSCPL charges and collects in advance for use of the Service. MSCPL will automatically renew and issue an invoice to you each month or year or as otherwise mutually agreed upon. MSCPL’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties as applicable to you.
You agree to provide MSCPL with complete and accurate billing and contact information. This information includes your legal company / entity name, street address, fax, e-mail address, and name and telephone number of an authorized billing contact and License Administrator.If the contact information you have provided is false or fraudulent, MSCPL reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless MSCPL in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in India will be billed in Indian Rupees and subject to Indian payment terms and pricing schemes (“Indian Customers”); (ii) all other entities outside of India will be billed in U.S. dollars and be subject to non-Indian payment terms and pricing schemes at the discretion of MSCPL (“Non-Indian Customers”).
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to MSCPL herein, MSCPL reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears). You will continue to be charged for User licenses during any period of suspension. If you or MSCPL initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that MSCPL may charge such unpaid fees bill you for such unpaid fees.
10. Termination for Cause
Any unauthorized use of the MSCPL technology or Service will be deemed a material breach of this Agreement. MSCPL, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, MSCPL may terminate a free account at any time in its sole discretion. You agree and acknowledge that MSCPL has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. MSCPL represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online MSCPL help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Mutual Indemnification
You shall indemnify and hold MSCPL, its licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) MSCPL shall indemnify and hold you and your parent organizations harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs)
13. Disclaimer of Warranties
MSCPL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MSCPL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, OPERTAING SYSTEM, BROWSERS OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF BUSINESSABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MSCPL AND ITS LICENSORS.
14. Internet Delays
MSCPL SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MSCPL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to Indian Government controls.
If you use the Service from outside India, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
18. Notice
MSCPL may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in MSCPL’s account information, fax or by written communication sent by registered post / first class mail or pre-paid post to your address on record in MSCPL’s account information. You may give notice to MSCPL (such notice shall be deemed given when received by MSCPL) at any time by any of the following: letter sent by registered post to MSCPL / letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to MSCPL at the following addresses (whichever is appropriate): Miracle Smart Card Pvt. Ltd. 407, 4th Floor Sterling Centre, Opp. Aurora Towers, M.G Road Camp, Pune – 411001 India addressed to the attention of: Director.
19. Modification to Terms
MSCPL reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Use of the Service after any such changes shall constitute your consent to such changes.
20. General
With respect to all Customers, this Agreement shall be in jurisdiction of the Pune High court, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the Pune High court. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and MSCPL as a result of this agreement or use of the Service. The failure of MSCPL to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MSCPL in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and MSCPL and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
21. Definitions
As used in this Agreement and in any Proposal Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Proposal Order , whether written or submitted online via email , and any materials available on the MSCPL website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by MSCPL from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the date you begin using the Service; “Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase license plan online by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified licensed plan to use the Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); add additional Users to the Service; “MSCPL” means collectively MSCPL, an Indian private limited company having its principal place of business at 407, 4th Floor Sterling Centre, Opp. Aurora Towers, M.G Road Camp, Pune – 411001 , India “MSCPL Technology” means all of MSCPL’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by MSCPL in providing the Service; “Service(s)” means the specific edition of MSCPL’s Loyalty application iGainspark i.e. Business and Customer Enrollment, Loyalty Rule Setup, Bonus Points Issuance, Loyalty Transaction, Reports and Dashboard identified developed, operated, and maintained by MSCPL, accessible via through the designated web site or IP address, or ancillary online or offline products and services provided to you by MSCPL , to which you are being granted access under this Agreement, including the MSCPL Technology and the Content; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by MSCPL at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@miraclecartes.com
