Together with its subsidiaries and other affiliates, NittyGritti AI Solutions Pvt. Ltd. (NittyGritti) makes available the “Site” (websites including, without limitation, www.nittyrgritti.com and all subdomains), “Platform” (software and mobile applications), and “Services” (including, without limitation, audit, analysis, scores, reports & recommendations) to help brands build better catalogues online. Access to and use of NittyGritti’s existing Site, Software and Services, as well as any future Sites, Software or Services provided by NittyGritti are governed by this Terms of Service and License Agreement (this “Agreement”).

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE THE SITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE. BY ACCESSING OR USING THE SITE, SERVICES AND/OR SOFTWARE, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD, THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

If you are an individual subscriber, or are accessing the Site to use a Trial (as defined below) of the Services or Software, or are otherwise browsing the Site, this Agreement is between you, individually, and NittyGritti.

If you are an employee of an organization that has subscribed to the Services and Software (an “Subscriber”), you are an “Authorized User” of your Subscriber Account and (i) you represent that you have your organisation’s permission and authority to use the Site, Services, Software and your Organisation’s “User Content” (as defined below) subject to this Agreement, (ii) this Agreement is an agreement between you, individually, and NittyGritti, and (iii) your organisation is jointly responsible for your use of the Site, Services and Software.

If you are entering into this Agreement on behalf of an organisation, you represent that you have the authority to bind the organisation to this Agreement, in which case references to “you” in this Agreement shall mean the organisation. If you do not have such authority, you must not accept this Agreement and may not use the Site, Software or Services.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST NITTYGRITTI AND ITS LICENSORS AND ITS SUPPLIERS TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST NITTYGRITTI AND ITS LICENSORS AND ITS SUPPLIERS ON YOUR OWN BEHALF, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON YOUR OWN BEHALF, AND (3) YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE YOUR CLAIMS DECIDED BY A JUDGE OR JURY.

Licenses

If you are an individual subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), NittyGritti grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site, the Services and the Software solely for your own personal purposes.

If you are a Subscriber on behalf of your organisation: In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), NittyGritti grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and NittyGritti to access and make use of the Site, Services and Software.

If you are an Authorized User: In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), NittyGritti grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for the internal business purposes of your Organisation.

You may access and use the Site, Services and Software only in accordance with any instructions, directions, support and other documentation as made available by NittyGritti from time to time (“Documentation”).

In addition, you may not:

1. copy, modify or create derivative works based on the Site, Services, Software or Documentation, or any portion(s) of any of the foregoing (individually and collectively, “NittyGritti IP”);
2. distribute, transmit, publish or otherwise disseminate any NittyGritti IP;
3. download or store any NittyGritti IP;
4. transfer to any third party any of your rights under this Agreement (except to the extent that an Organisation may permit such number of Authorized Users as has been agreed between the Organisation and NittyGritti to access and make use of the Site, Services and Software);
5. access or use the Services, Software or NittyGritti IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Site, the Services and the Software solely for the internal business purposes of their Organisation);
6. access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Software or Services;
7. attempt to access or derive the source code or architecture of any Software;
8. attempt to probe, scan or test the vulnerability of the Site, Services and/or Software, or any associated system or network, or to breach any security or authentication feature or measures of the Site, Software or Services (except with NittyGritti’s express permission in connection with your participation in one of NittyGritti’s security testing programs), and if you are blocked by NittyGritti from accessing the Site, Software or Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
9. interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
10. email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
11. automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
12. export or re-export any NittyGritti IP;
13. use or access any Services, Software or NittyGritti IP in order to build a competitive product, service or solution;
14. violate any applicable law or regulations in connection with your use of the Site, Services or Software;
15. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Organisation; or
16. permit any third party, including but not limited to your representatives, agencies, vendors or trade partners to do any of the foregoing.

NittyGritti may offer certain Software, including certain interfaces, processing engines, plug-ins, software accessed via APIs and others for use / download from the Site (“Ancillary Software”). Subject to the other terms and conditions of this Agreement, you may install and use Ancillary Software on computers owned, leased or otherwise controlled by you, solely in conjunction with your authorized use of the Services. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Ancillary Software and shall promptly destroy all copies thereof in your possession.

Certain Services or Software (including Ancillary Software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms.

Certain Services or Software (including Ancillary Software) may contain or otherwise make use of software, code or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate license terms that accompany such Third Party Components that, to the extent they conflict with the terms of this Agreement, supersede the terms of this Agreement.

Registration and security

By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide NittyGritti with accurate and complete registration information and to promptly notify NittyGritti in the event of any changes to any such information.

You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform NittyGritti by mail to support@nittygritti.com if there is any reason to believe that a user ID, password or any other security device issued by NittyGritti has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. NittyGritti reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.

You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your password, and for the security of your computer systems, and in no event shall NittyGritti be liable for any loss or damages relating to such activity.

Organisation responsibility for Authorized Users

Organisations may assign different Authorized Users to the seats authorized by and purchased from NittyGritti, so long as the total number of Authorized Users at any time does not exceed the maximum number of seats authorized by and purchased from NittyGritti, but Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their seat, user name or right to use the Site, Services or Software to any third party. You, the Organisation, and your Authorized Users are jointly responsible for your Authorized Users’ use of the Site, Services and Software. You are also responsible for ensuring that all of your Authorized Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your Authorized Users shall be deemed to be a violation thereof by you.

Fees, payment, and trial memberships

If you have registered to use certain Services and/or Software on a trial basis, then you may use such Services and Software only for non-commercial evaluation purposes during the applicable trial period.

Your access to or use of the Services and/or Software shall be contingent upon your payment of all applicable fees as described on the Site or Software at the time (“Fees”); unless you are an Authorized User, in which case your access to or use of the Services and/or Software shall be contingent upon your Organisation’s payment of the Fees. You are responsible for all applicable taxes, and we will charge tax when required to do so.

Upon registering for Services, unless you are an Authorized User, you will be required to designate a valid payment method. You hereby authorize NittyGritti to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.

NittyGritti reserves the right to revise its Fees, including by increasing or adding new Fees, at any time, and may or may not have any bearing on your active subscriptions at the time of revision.

Free trial

NittyGritti may offer a free trial membership from time to time with regard to certain Software or Services (a “Trial”). By accessing or using the Site, Services or Software, you agree to the terms of any such Trial and further agree to any changes NittyGritti may make to such Trial as described in “Changes to Services or Terms” below. If you cancel the Services before the end of the trial period, all your rights to any remaining free trial period will be waived, and you will not be eligible to participate in any further Trials, except as allowed by NittyGritti in its sole discretion

Audit reports

NittyGritti makes no warranties, express or implied, as to the accuracy, adequacy or completeness of any of the information contained in the audit reports. All such materials are provided on an ‘as is’ basis, without any warranties as to merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such materials. any information, advice, recommendations or other content of this report, or other communications we provide is confidential or privileged material and are for your internal purpose only. In no event shall NittyGritti be liable for any incidental, consequential, indirect, special, or exemplary damages, including, without limitation, loss of business, lost profits, business interruption, loss of business information or any pecuniary loss, arising out of, in connection with, or relating to the use or performance of the information referenced by or linked to its audit report, even if advised of the same.

Termination and refund policy

This Agreement shall continue until you cancel your subscription or until terminated by NittyGritti. You may cancel your subscription at any time, although only an authorized representative of an Organisation may cancel the Organisation’s account by sending a mail to support@nittygritti.com If you cancel after your subscription fees are paid, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective with immediate effect, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).

NittyGritti may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that NittyGritti determines, in its sole discretion, violate this Agreement or the rights of NittyGritti or any third party, or is otherwise inappropriate. Without limitation, NittyGritti may deny you access to the Services, or terminate this Agreement and your account, in case of violations of any of the clauses of this agreement.

If you are an Authorized User of an Organisation, and this Agreement or the applicable agreement for Services and Software is terminated in relation to such Organisation, or if you otherwise lose access to the Services and Software via your Organisation (e.g., if you graduate from that Organisation or are no longer employed by that Organisation), NittyGritti may elect in its discretion to terminate or suspend your account.

Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.

Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and NittyGritti will not prorate any Fees paid for a subscription that is terminated before the end of its term.

Termination of Agreement with Organisation

Either NittyGritti or you may terminate this Agreement by notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting party. Any such suspension or termination shall be without limitation of any other right or remedy available to the terminating party.

NittyGritti may terminate this Agreement for convenience upon fifteen (15) days’ prior written notice without liability to you. Following a termination pursuant to the foregoing sentence, NittyGritti shall refund the pro rata portion of any Fees relating to the remaining term, as applicable.

Either NittyGritti or you may terminate this Agreement immediately upon notice to the other party if the other party has a receiver or similar party appointed for all or substantially all of its property, is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy, becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors.

If this Agreement is terminated or otherwise expires for any reason, you shall promptly return to NittyGritti or destroy, as directed by NittyGritti, all Confidential Information, Software and other materials in your possession or under your control belonging to NittyGritti, and all rights and licenses granted by NittyGritti pursuant to this Agreement shall terminate. Upon the expiration or termination of this Agreement, your right to use the Services and Software and to access the Site and any of its content will immediately cease and NittyGritti may elect in its discretion to terminate your Authorized Users’ accounts.

All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.

Access to Services

You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.

Mobile Services

The Site, Software and Services may include products and services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that NittyGritti may communicate with you regarding NittyGritti and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.

User Content

“User Content” refers to the text, documents, and other content and information you enter, upload, and transmit when you use our Site, Software and Services.

You own the intellectual property rights in your User Content. As a result, we need your permission (in legal language, this is called a license) to use your User Content to provide our Site, Software and Services to you.

You grant us a license to your User Content for the limited purposes of:

• Operating and improving the Site, Software and Services (for example, your acceptance or rejection of suggestions may help train our suggestion engine);
• Protecting the Site, Software and Services (for example, we may analyse patterns in usage to prevent abuse);
• Customizing the Site, Software and Services (for example, we may use your User Content to create personalized suggestions); and
• Developing new technologies and services (for example, creating our video quality detector).

The license you give us is only for the above purposes. That means we will not, for example, sell or license your User Content to third-party data brokers.

The license you grant us is:

• Worldwide;
• Non-exclusive (meaning you own your User Content and can license it to other people and companies);
• Royalty-free (meaning we don’t pay you for it); and
• For as long as your User Content is protected by intellectual property laws.

The license you give us allows us to, solely for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works of (such as providing writing suggestions and auto-correcting words), and permit (this is called a sublicense) our service providers to process your User Content solely for the purpose of helping us provide the NittyGritti Site, Software and Services to you.

NittyGritti does not own, control, verify, or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws).

Changes to Services or Terms

NittyGritti reserves the right at any time to (i) change any information, specifications, features or functions of the Site, Services or Software, including any Trial, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party. NittyGritti will use its commercially reasonable efforts to notify you of changes to the Services and/or Software that, in NittyGritti’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.

NittyGritti may from time to time update or revise this Agreement. If NittyGritti updates or revises this Agreement, NittyGritti will post the updated or revised Terms of Service and End User License Agreement on the Site or by any other manner chosen by NittyGritti in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and End User License Agreement at NittyGritti.com/terms. It is your responsibility to review the Terms of Service and End User License Agreement periodically.

Links to third party sites

Any links on the Site to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. NittyGritti does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.

Consent to receive email

Your registration to use the Site and/or Services constitutes your consent to receive email communications from NittyGritti, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Site and Services, at any time by following the link included in the email messages.

Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.

Data collection and privacy

NittyGritti does not collect personally identifiable information from you except to the extent you have explicitly given such information to NittyGritti. NittyGritti’s information practices are further described in its privacy policy, which is available at: NittyGritti.com/privacy-policy (the “Privacy Policy”). The Privacy Policy is an integral part of this Agreement and is expressly incorporated by reference, and by entering into this Agreement you agree to (i) all of the terms of the Privacy Policy, and (ii) NittyGritti’s use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.

NittyGritti may from time to time update or revise the Privacy Policy. If NittyGritti updates or revises the Privacy Policy, NittyGritti will notify you either by email to your most recently provided email address, by posting the updated or revised Privacy Policy on the Site or by any other manner chosen by NittyGritti in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with the Privacy Policy as updated or revised.

In addition, NittyGritti may engage third parties to conduct risk control and fraud detection / prevention activities. As part of such engagements, if you initiate a transaction on the Site or through the Services, NittyGritti may give such third parties access to your pertinent credit card and other personal information. Such third parties may only use such personal information for purposes of performing risk control and fraud detection/prevention activities for us. However, they may also convert such personal information into hashed or encoded representations of such information to be used for statistical and/or fraud prevention purposes. By initiating any such transaction, you hereby consent to the foregoing disclosure and use of your information.

Ownership

All intellectual property rights in and to the User Content are and shall remain your property, and NittyGritti shall acquire no right of ownership with respect to your User Content.

All intellectual property rights in and to the Software, Site and Services and other NittyGritti IP are and shall remain the sole property of NittyGritti and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other NittyGritti IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, NittyGritti and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of NittyGritti. You may from time to time provide NittyGritti with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services, the Software, the Site and/or any of NittyGritti’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between the you, NittyGritti and, if applicable, your Organisation, all Feedback shall be exclusively owned by NittyGritti, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result NittyGritti shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Organisation (if applicable) or any other person or entity.

Indemnity

You shall indemnify, release and hold harmless NittyGritti and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services or Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.

Jurisdiction

We abide by the laws as laid down by the Government of India, city of jurisdiction will be Mumbai, Maharashtra

Warranty disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NITTYGRITTI, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES AND SOFTWARE ARE AT YOUR OWN SOLE RISK AND THAT THE SITE, SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NITTYGRITTI AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, SERVICES AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of liability

IN NO EVENT SHALL NITTYGRITTI BE LIABLE WITH RESPECT TO THE SITE, SERVICES AND/ OR SOFTWARE FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO NITTYGRITTI FOR THE SPECIFIC EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN NITTYGRITTI AND YOU. YOU UNDERSTAND THAT THE SITE, SERVICES AND SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

Dispute resolution by binding arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Section titled “Dispute resolution by binding arbitration” is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and NittyGritti, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Site, Software or Services, any advertising or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of relevant law enforcement agencies if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and NittyGritti are each waiving the right to a trial by jury or to participate in a class action.

Prohibition of Class and Representative Actions and Non-Individualized ReliefYOU AND NITTYGRITTI AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NITTYGRITTI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

Pre-Arbitration Dispute Resolution

NittyGritti is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@nittygritti.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to NittyGritti should be sent to 103 Suyash heights, Plot 36, Sector 18, Kharghar, navi Mumbai 410210 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If NittyGritti and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or NittyGritti may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by NittyGritti or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or NittyGritti is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless NittyGritti and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, NittyGritti agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, NittyGritti will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, NittyGritti will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, NittyGritti will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Finally, if the value of the relief sought is $75,000 or less, NittyGritti will pay reasonable attorneys’ fees should you prevail. NittyGritti will not seek attorneys’ fees from you. But, if you initiate an arbitration in which you seek more than $75,000 in relief, the payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

Without limiting the severability provision in the Section titled “General Provisions” of this Agreement, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of clause (b) of this Arbitration Agreement is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in this Agreement to the contrary, NittyGritti agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending NittyGritti written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.

General provisions

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. Subject to the section titled “Arbitration”, any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco County, California. You and NittyGritti agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of NittyGritti. NittyGritti may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

If NittyGritti is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of NittyGritti), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond NittyGritti’s reasonable control (each, a “Force Majeure Event”), NittyGritti will have no liability to you for such failure to perform; provided, however, that NittyGritti shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either NittyGritti or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.

This Agreement constitutes the entire agreement between NittyGritti and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between NittyGritti and you. If you are an Organisation, all Organisation invoices and Order Forms executed by the parties are hereby incorporated into the Agreement by this reference. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.