TERMS AND CONDITIONS

GENERAL TERMS

The below mentioned terms and conditions read with the privacy policy or any other policies that maybe   applicable,   from   time   to   time   govern   the   relationship   between   the   client   (“ You”,   “Your”   and“User”)   and   White   Wizard   Technologies   Private   Limited   (“Velocity”,   “We”,   “Us”   and   “Our”).These terms and conditions (“Terms”) are drafted in conformity with the Information Technology(Intermediaries   Guidelines)   Rules,   2011   specified   under   the   Information   Technology   Act,   2000   in order to regulate the terms and conditions of usage and access to Platform (as defined herein) and theServices (as defined herein).

These Terms constitute an agreement between  You  and  Velocity. No physical or digital signature is necessitated in order to validate this Agreement. These Terms will govern Your use of our website located at www.velocity.in (“Website”) or Velocity Pay mobile application (“Application”), owned ,managed and controlled by Velocity, having its registered office at   90B, Delhi Jaipur Expressway,Sector   18,   Gurgaon   -   122001,   Haryana,   India  (collectively   referred   to   as   the  “Platform”)   and subsequently   the   use   of   Services   (as defined below)   through   such   Platform.   The   usage   of   theApplication shall also be subject to the terms of play store or app store, as specified by the specific provider. You can opt for the Services through the Platform, only when You accepts to abide by all of the   Terms.   You   are   requested   to   read   and   understand   the   Terms   carefully,   before   registering   on, accessing, browsing, downloading or using Our Platform on any such device and/or before availing any services offered by Velocity.

ACCEPTANCE OF THE TERMS

For You to accept these Terms, You shall be of majority age (18 and above), in case of an individual.In cases of entities, You must be an entity eligible and registered to undertake business or operate inIndia.   The   Services   are   intended   solely   for   persons   who   are   capable   to   enter   into   legally   bindingcontracts under Indian Contract Act, 1872 and have full power and authority for using the Services.You   can   accept   these   Terms   by   checking   the   checkbox   or   clicking   on   “I   AGREE”   or   by   actuallyavailing our Services. In the case that You do not accept these Terms, You shall not avail our Servicesas is provided through Our Platform.

These Terms apply to every user who uses or accesses the Services. It also applies to any legal entityincluding partnership firms, corporate bodies, trusts, association of persons, which may be representedby You under actual or apparent authority.

These Terms are subject to modifications, at Our sole and absolute discretion. Further, we may fromtime to time formulate new policies for availing all or any of the Services. The most current version ofthe   Terms   will   supersede   all   previous   versions.   You   understand   that   your   continued   use   of   theServices after any changes to the Terms or addition of new policies constitutes Your acceptance to bebound by the most recent version of the Terms. If the Terms (including changes and additions thereto)are not acceptable to You, please refrain from using our Platform/Services.

DESCRIPTION OF SERVICES

Our services provided from the Platform include but are not limited to the following (“Services”):
‍
  1. Revenue   based   financing:  Velocity   provides   a   platform   that   facilitates   revenue-basedfinancing to enterprises including but not limited to early staged start-ups (whether operated byindividuals or entities) based on monthly revenue generated by start-ups. Velocity’s mission isto help startups grow by providing them with flexible and non-dilutive financing options. Therevenue-based   financing   model   of   Velocity   allows   startups   to   receive   funding   from   non-banking   financial   companies,   banks   or   any   other   financial   institutions,   in   exchange   for   a1percentage   of   their   monthly   revenue.   This   enables   startups   to   receive   the   capital   they   needwithout giving up equity or taking on traditional debt. Velocity’s financing partners receive a portion of the startup's revenue until a predetermined repayment cap is reached. In addition to it, Velocity also provides a platform to start ups to receive credit line from non-banking financial companies, banks or any other financial institutions.
  2. Velocity Cards:  A   corporate   credit   card   is   offered   by   Velocity   in   partnership   with   banks/financial institutions (which are authorised by the RBI to undertake credit card business), to provide a zero-fee, collateral-free credit card limit to startups, entrepreneurs, and ecommerce companies. Please refer to https://d1pejaumv7umok.cloudfront.net/velocity_tnc.pdf for detailed terms and conditions governing the usage of corporate cards offered by Velocity in partnership with   bank/   financial   institutions.  In   connection   with   the   facility   of   credit   card   offered   byVelocity   in   partnership   with   banks/   financial   institutions,   the   role   of   Velocity   is   limited   to promotion and marketing activities associated with distribution of these corporate credit cards.
  3. Velocity Pay:  Velocity   Pay   is   a   comprehensive   platform   designed   to   simplify   invoice   and payable   management   for   businesses.   It   integrates   seamlessly   with   popular softwares   likeWhatsApp   and   tally,   enabling   You   to   streamline   your   bookkeeping,   communication   and financial management. Velocity Pay offers a unique feature that allows You to pay anyone with a   credit   card,   including   all   business   expenses.   This   feature   makes   Velocity   Pay   a   one-stopsolution for businesses looking to manage their financial operations efficiently. With VelocityPay, You can easily monitor, forecast, and pay your invoices in one centralised location.  Please refer   to  https://assets.velocity.in/velocity_pay_tnc.pdf  for   detailed   terms   and conditions governing the usage of Velocity Pay.
  4. Velocity Insights: Insights is the one-stop solution to e-commerce founders to track sales and digital   marketing   data   from   multiple   channels.   It   provides   a   facility   to   receive   monthly benchmark report, case specific on-demand report including but not limited to marketing report, monthly   report,   google   analytics,   snapshot   of   Your   e-commerce   business   and   the   facility   to have dashboard to do deep dive into multiple aspects of the business. If the e-commerce data is broken, then Velocity Pay provides a facility to fix it and make it actionable. Velocity Pay also provides ancillary advisory services on the manner to improve Your business once the business model is understood.
  5. Any other ancillary services provided in connection with services mentioned in (1) to (4) above.
We believe in continuous development in order to meet the industry standards and provide you with better Services, therefore, we reserve the right to modify, remove or rename our Services at our sole discretion. In case of such modification, we shall update the aforementioned list for your perusal.

REGISTRATION AND ONBOARDING

  • We believe in providing simple and easy access to Our Services. To access any of the ServicesYou   can   sign-up   by   using   the   online   sign-up   process.   We   will   require   certain   essential information,   which   includes   Your   name,   personal   email   ID,   phone   number,   PAN,   Aadhar details (as permitted under applicable law) and any other details including business documents which   may   be   communicated   to   You,   to   register   and   create   an   account   (“ Account”)   on   the Platform for Your access to the Platform and to use the Services.

    You agree to provide true, accurate, current and complete information, failing which Velocity shall have the right to cancel Your registration in the Platform and terminate Your right to user access Our Services. You will be provided with only one Account that will be in Your real name / your entity’s name/ and subject to You not being restricted by Us or applicable laws to use the Platform.
  • We will provide a User ID and password (“Credentials”) to You for access to the Platform andServices thereof.
  • Velocity has no obligation to verify the authenticity of any transaction once such transaction is generated through valid Credentials
  • You hereby, expressly consent to receive communications and newsletters from Velocity bySMS,   e-mails,   phone   calls,   in-app   notifications   or   any   other   means.   You   can   restrict   such communications and newsletters only by de-registering your Account.
  • You   authorise   Velocity   directly   or   through   third   parties,   to   make   any   inquiries   as   Velocity consider   necessary   to   validate   the   identity,   including   as   necessary   to   comply   with   the obligations under applicable laws and regulations.
  • You can always choose to disable Your Account by writing to us at hello@velocity.in .  OnceYou   disable   Your   Account,   you   shall   cease   to   have   any   access   to   our   Services   through   thePlatform.
  • You   acknowledge   and   confirm   that   the   Account   shall   be   used   by   You   only   for     valid   and genuine   business   transactions   and   not   otherwise   or   for   any   prohibited   activity   or   for unscrupulous fraudulent transactions.
  • You are responsible for maintaining the confidentiality of Your Credentials, and You are fully responsible for all activities that occur under your Account.   In the event that You detect any unauthorised   use   of   Your   Account   or   breach   of   Your   Account,   You   shall   inform   Us immediately
  • You will be held responsible for any losses incurred by Velocity or any other user due to Your unauthorized   use   of   the   Account   which   is   a   consequence   of   Your   inability   to   secure   YourAccount.

LICENSE TO THE PLATFORM

  10.
Subject to Your compliance with each provision of these Terms, Velocity hereby grants You a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Platform to seek the Services in accordance with these Terms
  11
You shall under no circumstances share the access of the Platform with anyone else without obtaining Our permission for the same.
  12.
Except other than the rights and interests that are provided to You under these Terms, You shall have no other right or interest whatsoever in the use of Platform and/ or Services.

THIRD PARTY SERVICE PROVIDERS

  13.
For smooth and quality provision of our Service and other similar business needs of Velocity,We use certain payment partners and other third party service providers. While We select Our third-party service providers carefully and enter into detailed agreements imposing performance obligations   (including   confidentiality)   on   them,   We   cannot   and   do   not   guarantee   their performance in relation to any commercial transaction under these Terms. Therefore, We shall not be liable towards any dispute, losses and/or damages occurring due to any acts or omission of the payment partners and third-party service providers as the case maybe.
  14
Any commercial / contractual terms offered by and agreed to between You and any third-party service providers are applicable only to You and such third-party service provider. Velocity does not have any control or determines or advises or in any way involves itself in the offering or   acceptance   of   such   commercial   /   contractual   terms   between   You   and   third-party   service provider.

FEE FOR USE OF SERVICES

  15.
For the purpose of availing Our Services, You may be charged a convenience fee (“ Fees”).Such   Fees   will   be   communicated   to   You   at   the   time   of   making   payment   against   any commercial transaction undertaken by You on our Platform.
  16
All the Fees paid to Velocity is non-refundable. Fees can be revised from time to time at the discretion of Velocity. It is hereby agreed and acknowledged by You that the Fees charged byVelocity in respect of a commercial transaction that has been settled or completed shall not be returned or repaid by Velocity to You or any other person irrespective of the transaction being rejected, charged back, refunded or disputed
  17
In the event any tax such as GST or the like is chargeable by Velocity in accordance with any statutory laws with respect to Your use of our Services ("Taxes"), Velocity will charge You for such Taxes. You agree to pay Velocity such Taxes in addition to the Fees.

AVAILABILITY OF SERVICES

  18.
All or any of the Services offered through the Platform may be temporarily unavailable or may not   be   offered   to   You,   for   various   reasons   which   could   include   but   not   limited   to   Your geographic limitations, or prohibition / restrictions under applicable laws or policies or due to any technical faults or interruptions.

PLATFORM CONTENT

  19.
Unless   otherwise   indicated,   the   Platform   is   our   proprietary   property   and   all   source   code, databases,   functionality,   software,   website   designs,   audio,   video,   text,   photographs,   and graphics on the Platform (“Content”) and the trademarks, service marks, and logos contained therein   (“Marks”)   are   owned   or   controlled   by   us   or   licensed   to   us,   and   are   protected   by copyright and trademark laws and various other intellectual property rights, unfair competition laws and other applicable national and international laws and conventions. We reserve all rights not expressly granted to You in and to the Platform, the Content and the Marks.
  20.
Velocity cannot and does not guarantee or warrant that files available for downloading through the Platform (if any) will be free of infection by software viruses or other harmful computer code, files or programs.
  21.
Unauthorized use of the Content / Platform may violate copyright, trademark, and other laws.The Platform and none of the Content shall be reverse-engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language,   re-transmitted   in   any   form   or   by   any   means   (electronic,   mechanical,   photo-reproduction,   recordation   or   otherwise),   resold   or   redistributed   for   any   commercial   purpose whatsoever, without Our express prior written permission.

PLATFORM MANAGEMENT

  22.
We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law   or   these   Terms,   including   without   limitation,   reporting   such   user   to   law   enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable the access of any Services or any portion thereof; (4) in Our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to Our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

THIRD PARTY APPLICATIONS

  23.
Velocity’s   Platform   may   integrate   with   many   third   party   applications   ("Third   Party Application(s)"). Access and use of the Third Party Applications may require acceptance of terms   of   service   and   privacy   policies   applicable   to   such   Third   Party   Applications   (" Third Party Terms").   You   are   responsible   for   reading   and   understanding   the   Third   Party   Terms before   accessing   or   using   any   Third   Party   Application.   You   acknowledge   and   agree   thatVelocity is not liable for any Third Party Applications. While We will try to provide You with advance notice, whenever reasonably possible, You acknowledge and agree that We may, at any time and in our sole discretion, and without any notice to You, suspend, restrict or disable access to or remove from the Platform, any Third Party Application, without any liability toYou,   including   without   limitation   for   any   loss   of   profits,   revenue,   data,   goodwill   or   other intangible losses.

USER REPRESENTATIONS

  24.
By using the Platform, You represent and warrant that: (1) You have the legal capacity and You agree to comply with these Terms; (2) You are not a minor in the jurisdiction in which You reside; (3) You will not access the Platform through automated or non-human means, whether through   a   bot,   script,   or   otherwise;   (4)   You   will   not   use   the   Platform   for   any   illegal   or unauthorized   purpose;   (5)   You   will   only   undertake   genuine   commercial   transaction   via   thePlatform and (6) Your use of the Platform will not violate any applicable law or regulation.
  25.
If You provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Your Account and refuse any and all current or future use of the Platform (or any portion thereof). In the event of any change in Your email address, mobile number, address, ownership or legal status or cessation of business. You shall be responsible to inform Us in writing forthwith on such change.

NO LENDING

  26.
Velocity   owns   and   operates   the   Platform   engaged   in   the   business   of   facilitating   technology based innovative solutions for easy access to financial services to entities in India in partnership with   financial   institutions,   non-banking   financial   companies,   etc.  Velocity   has   contractual relationships   with   non-banking   financial   companies,   banks   and   other   approved   lending institutions (“Lender(s)”) pursuant to which such Lenders offer credit facilities to You.   Any credit facility made available to You by any Lender shall be governed by terms and conditions agreed between You and the Lender.
  27.
Velocity   and   its   directors,   officers,   employees   and   agents   shall   not   be   responsible   in   any manner whatsoever for: (1) the rejection of your credit facility application or other refusal by the Lenders of the credit facility with or without reason; (2) Velocity is not obliged to inform reasons for such refusal/rejection.

UNDERTAKINGS

  28.
You agree and confirm that: (1) the Account shall be used by You only for valid and genuine business transactions and not otherwise or for any prohibited activity; (2) You shall not carryout any activity, which is banned, illegal or immoral or use the Services in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause Velocity to be subject to investigation, prosecution or legal action; (3) You undertake and assure Velocity that payments have been made/ will be made under valid business contracts with the customers or vendors and the payments are in respect of genuine business transaction
  29.
You agree and confirm to not sell, provide, exchange, or otherwise disclose to third parties or use   themselves   (other   than   for   the   purpose   of   completing   a   transaction,   or   as   specifically required   by   applicable   law)   any   personal   information   about   any   third   party,   including   the account details and mobile number, without obtaining the prior written consent of such third party.
  30.
You   shall   use   the   information   regarding   a   payee/   payer   (including   name,   address,   e-mail address, telephone numbers and other data) conveyed to You whilst using the Services, only for the   purpose   of   completing   the   transaction   for   which   it   was   furnished,   and   not   to   sell   or otherwise   furnish   such   information   to   others   unless   he   has   an   independent   source   of   such information or obtains the express written consent of such payee/ payer.
  31.
You   agree   and   confirm   to   inform   Velocity   of   any   change   in   Your   email   address,   mobile number, address, ownership or legal status or cessation of Your business in writing forthwith on such change.
  32.
You shall not interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors,   packet   or   IP   spoofing,   forged   routing   or   electronic   mail   address   information   or similar methods or technology.
  33.
As a condition of use of the Services, You will not use the Services for any purpose that is unlawful or prohibited by the Terms, conditions, or violate the Terms. Velocity reserves the right to suspend the Account or restrict use of Services or any such other action as Velocity may deem fit including but not limited to such legal recourses as may be available, without providing any prior notice to You.
  34.
You shall not impersonate any person or entity, falsely claim or otherwise misrepresent Your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted, perform any other similar fraudulent.
  35.
You confirm to not infringe Velocity’s or any third party’s intellectual property rights, rights of publicity or privacy.
  36.
You   agree   and   confirm   to   not   use   the   Services   or   the   Platform   in   any   manner   that   could damage, disable, overburden, or impair it, including, without limitation, using the Services or the Platform in an automated manner or otherwise.
  37.
You shall not use Services or Platform for any self-financing activities which includes but not limited to transfer of funds to the payee against any fake or fraudulent transactions, transfer of funds to Your subsidiary, holding, associate company or any related party, unless such transfer of funds is towards a genuine transaction between You and the other Party.
  38.
Velocity has the right to temporary terminate Your access to the Platform. You shall be given a reasonable opportunity of being heard and provide evidences/ proof ensuring the validity of the transaction, any failure to prove the validity of the transaction will lead to permanent embargo on You to access the Platform.
  39.
You agree to bear and be solely and exclusively responsible for the payment of all relevant &applicable taxes (including any applicable withholding taxes) as may be due from time to time.

SPECIFIC TERMS

  40.
Velocity shall in no manner be responsible for any disputes between You and any person Youmake payment to using this Platform, including issues regarding prices, delivery, non-delivery,deficiency of services or delay in delivery of the products, quality of products or services orotherwise.
  41.
Velocity cannot and does not guarantee the timings of any payments made as such timing isdependent upon You or the Your  bank, card issuing bank/ card processor (where a credit/ debitcard is used), acquiring financial institution and other service providers.
  42.
You   shall   be   responsible   for   any   miscommunication   or   incorrect   user/   third   party/   otherinformation that may be provided to Velocity at the time of enabling the Services for You.
  43.
Velocity   hereby   reserves   the   right   to   impose   limitation   to   the   number   of   commercial transactions which may be charged on an individual Account in a given time period and reserve the   right   to   refuse   to   make   payments   in   respect   of   commercial   transactions   exceeding   such limit.
  44.
You   agree   and   confirm   to   not   hold   Velocity   liable   in   case   of   any   improper/fraudulent/unauthorized/   duplicate/erroneous   use   of   Your   mobile,   e-mail   account   and/or   the web-based access or through any other platform. Velocity will also not be liable to You for any direct or indirect consequences connected with the use/ misuse of Your web/ mobile/ e mail account by any third party.

PROHIBITED ACTIVITIES

  45.
You may not access or use the Platform for any purpose other than that for which we make thePlatform available.
  46.
In case Velocity is intimated by your bank or a card payment network, for any unauthorised debit / transaction ("Fraudulent Transaction"), then Velocity shall be entitled to conduct their own inquiry, investigation and resolution thereof. All chargeback and/or refunds resulting from such inquiry and investigation shall be made as per clause 46 and 47  as provided herein.
  47.
As a user of the Platform, You agree not to:
(a)
systematically   retrieve   data   or   other   content   from   the   Platform   to   create   or   compile, directly   or   indirectly,   a   collection,   compilation,  database,   or   directory   without   written permission from Us.
(b)
trick, defraud, or mislead Us and other users, especially in any attempt to learn sensitive account information such as other user credentials.
(c)
circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
(d)
Use any information obtained from the Platform in order to harass, abuse, or harm another person.
(e)
Make improper use of our support services or submit false reports of abuse or misconduct.
(f)
Use the Platform in a manner inconsistent with any applicable laws or regulations.
(g)
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive   text),   that   may   or   may   not   interfere   with   any   party’s   uninterrupted   use   and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
(h)
Attempt to impersonate another user or person or use the username of another user.
(i)
Sell or otherwise transfer Your profile.
(j)
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices   (sometimes   referred   to   as   “spyware”   or   “passive   collection   mechanisms”   or “pcms”).
(k)
Interfere   with,   disrupt,   or   create   an   undue   burden   on   the   Platform   or   the   networks   or services connected to the Platform
(l)
Harass,   annoy,   intimidate,   or   threaten   any   of   Our   employees   or   agents   engaged   in providing Services to You.
(m)
Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
(n)
Copy   or   adapt   the   Platform’s   software,   including   but   not   limited   to,   PHP,   HTML,JavaScript, or other code.
(o)
Decipher, decompile, disassemble, or reverse engineer any of the software comprising orin any way jeopardizing any part of the Platform.
(p)
Except   as   may   be   the   result   of   standard   search   engine   or   Internet   browser   usage,   use, launch,   develop,   or   distribute   any   automated   system,   including   without   limitation,   any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
(q)
Use the Platform as part of any effort to compete with us or otherwise use the Platform for any revenue-generating endeavour or commercial enterprise.
  48.
Velocity   hereby   reserves   the   right   to   impose   limitation   to   the   number   of   commercial transactions which may be charged on an individual Account in a given time period and reserve the   right   to   refuse   to   make   payments   in   respect   of   commercial   transactions   exceeding   such limit.
  49.
You   agree   and   confirm   to   not   hold   Velocity   liable   in   case   of   any   improper/fraudulent/unauthorized/   duplicate/erroneous   use   of   Your   mobile,   e-mail   account   and/or   the web-based access or through any other platform. Velocity will also not be liable to You for any direct or indirect consequences connected with the use/ misuse of Your web/ mobile/ e mail account by any third party.

PRIVACY POLICY

We care about data privacy and security. By using the Platform, you agree to be bound by our PrivacyPolicy   posted   at   https://www.velocity.in/privacy/,   which   is   deemed   to   be   incorporated   into   theseTerms. Please be advised that the Platform is hosted in India. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in India, then through your continued use of the Platform, you are transferring your data to India, and you agree to have your data transferred to and processed inIndia.

DISCLAIMER AND LIMITATION OF LIABILITY

  48.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES ISAT   YOUR   SOLE   RISK.   THE   SERVICES   ARE   PROVIDED   ON   AN   AS-IS-AND-AS-AVAILABLE   BASIS.   VELOCITY   EXPRESSLY   DISCLAIMS   ALL   WARRANTIES   OFANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE   IMPLIED   WARRANTIES   OF   MERCHANTABILITY   AND   FITNESS   FOR   A PARTICULAR PURPOSE. VELOCITY MAKES NO WARRANTY THAT THE SERVICES WILL   BE   UNINTERRUPTED,   TIMELY,   SECURE,   OR   ERROR   FREE.   USE   OF   ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL   BE   AT   YOUR   OWN   DISCRETION   AND   RISK   AND   YOU   WILL   BE   SOLELY RESPONSIBLE   FOR   ANY   DAMAGE   TO   YOUR   MOBILE,   WIRELESS   DEVICE   ORDATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OFANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN ORORAL,   OBTAINED   BY   YOU   FROM   VELOCITY,   ITS   EMPLOYEES   OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
  49.
YOU   AGREE   THAT   VELOCITY   SHALL,   IN   NO   EVENT,   BE   LIABLE   FOR   ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSSOR   DAMAGE   WHATSOEVER   OR   FOR   LOSS   OF   BUSINESS   PROFITS,   BUSINESS INTERRUPTION,   COMPUTER   FAILURE,   LOSS   OF   BUSINESS   INFORMATION,   OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TOUSE   THE   SERVICE   AND   THE   SERVICES   OF   ANY   THIRD-PARTY   SERVICE PROVIDER   SO   ENGAGED   UNDER   THESE   TERMS,   EVEN   IF   VELOCITY   HAS   BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

INDEMNITY

  50.
You   agree   to   indemnify   and   hold   harmless   Velocity,   its   officers,   directors,   employees, suppliers,   and   affiliates,   from   and   against   any   liability,   losses,   damages,   fines   and   expenses(including attorney's fees and costs) arising out of or relating to (i) any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations ofany   provisions   of   the   Terms   herein,   or   any   other   claim   related   to   your   use   of   the   Services, except where such use is authorized by Velocity; (ii) or upon   breach, non-performance, non-compliance or inadequate performance by You of any of the terms, conditions, representations, obligations   or   warranties   made   by   You;   (iii)   any   acts,   errors,   misrepresentations,   wilful misconduct   or   negligence   of   You,   or   Your   employees,   subcontractors   and   agents   in performance of their obligations under these Terms; (iv) infringement of intellectual property rights, privacy rights of third parties; (v) third party claims or suits.
  51.
If any third parties gain access to the Services, You will be responsible and shall indemnifyVelocity against any liability, costs or damages arising out of such misuse / use by third parties based upon or relating to such access and use, or otherwise.
  52.
Without  prejudice   to   the   remedies   available   to   Velocity   and   these   Terms,   Velocity   shall   be under   no   liability   whatsoever   to   You   in   respect   of   any   loss   or   damage   arising   directly   or indirectly out of:
(a)
the refusal of any person (including a service provider) to honour or accept a payment;
(b)
the malfunction of any computer terminal or equipment;
(c)
the utilization of the Services by any person other than by You;
(d)
any transaction which is unsuccessful or fails for any reason whatsoever, whether Velocity has a prior notice of it or not;
(e)
any mis-statement, error or omission in any details disclosed to Velocity.

FORCE MAJEURE

  53.
Velocity shall not be liable for any failure to perform any obligations under these Terms, if the performance is barred or deferred by any event arising due to any cause beyond the reasonable control of Velocity and in such case our Services under these Terms shall be suspended for so long as such event continues.

TERMINATION

  54.
Any violation of these Terms or any indecent action towards third party service provider will not be tolerated and shall attract prompt and punitive disciplinary action as per applicable laws enforced in India and including but not limited to termination of usage rights as well as legal action. In the event of termination, Velocity shall be entitled to (a) suspend all payment under these Terms; (b) deactivate/ suspend your Account and disable your password; (c) terminateYour   access   to   the   Platform   or   the   Services   and   (d)   restrict   You   to   receive   any   credit   or payment   or   refund   from   Velocity.   You   may   cancel   Your   Account   at   any   time   by   sendingVelocity an email to that effect.
  55.
Velocity may access, preserve and disclose any of the Your  information if required to do so by applicable law, or Velocity believes in good faith that it is reasonably necessary to (i) respond to claims asserted against Velocity or to comply with legal process, (ii) for fraud prevention, risk   assessment,   investigation,   customer   support,   product   development   and   de-bugging purposes, or (iii) protect the rights, property or safety of Velocity, its Users or members of the public.

CONFIDENTIALITY

  56.
You   agree   not   to   disclose   or   attempt   to   use   or   personally   benefit   from   any   non-public information that You may learn on the Platform or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through no action of Your own. If You are compelled by order of a court or other governmental or legal body   (or   have   notice   that   such   an   order   is   being   sought)   to   divulge   any   such   non-public information,   You   agree   to   forthwith   and   diligently   notify   Velocity   and   cooperate   fully   withVelocity in protecting such information to the extent possible under applicable law.
  57.
You   will   have   no   claim   whatsoever   against   Velocity   in   respect   of   any   such   suspension   or termination   of   your   membership   but   You   shall   settle   all   dues   owed   to   Velocity   upon   the termination.

MISCELLANEOUS

  58.
Velocity  reserves  the  right  to  change  or  modify  the  Terms  at  any  time  without  giving  prior notice to You. time You are bound by such revisions and should therefore review the updated Terms from time to time. By continuing to access the Platform or use the Services on or after the revisions made to the Terms, You agree to have read, understood and also be bound by the revised   Terms.  Your   continued   use   of   the   Services   offered   on   the   Platform   following   the posting   of   changes   to   this   Terms   will   constitute   Your   specific   and   explicit   consent   and acceptance of those changes . You may choose to terminate your use of the Services or disable Your Account through the Platform if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services.
  59.
You,   acknowledge   that   no   joint   venture,   partnership,   employment,   or   agency   or   “service provider-consumer” relationship is created or exists between You and Velocity, as a result of the Your use of the Platform.
  60.
Velocity’s   performance   under   these   Terms   is   subject   at   all   times   to   existing   laws   and   legal process and nothing contained in this Agreement is in derogation of Velocity's right to comply with   law   enforcement   requests   or   requirements   relating   to   a   member's   use   of   Velocity   or information provided to or gathered by Velocity with respect to such use.
  61.
You shall not assign any rights or obligations arising under this Term, whether by operation of law or otherwise, without the prior written consent of Velocity. You agree that Velocity may subcontract certain aspects of the Service to third party service providers for the fulfilment ofServices as per these Terms.
  62.
These Terms shall be governed by the laws of India and in case of any dispute between you andVelocity, in relation to the Services, the Courts of Bangalore shall have exclusive jurisdiction.
  63.
Any claim or controversy that arises out of or relates to this agreement, or the breach of it, the same shall be referred to a person nominated by Velocity whose decision shall be final and binding   upon   the   parties   hereto.   Such   references   shall   be   deemed   to   be   a   submission   to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in Bangalore and the process shall be in English Language.
  64.
Notwithstanding   the   foregoing,   if   you   breach   or   threaten   to   breach   any   provision   of   thisAgreement you acknowledge that irreparable harm will result to Velocity if you breach any obligation under this Agreement and you acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, you agree that Velocity shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.
  65.
In the event that any provision of this Agreement is held to be invalid or unenforceable by a court or regulator of competent jurisdiction, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Velocity’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.
  66.
Unless   otherwise   set   out,   all   payments   may   only   be   made   in   Indian   Rupees.
  67.
You agree and confirm that Velocity may, change any fee or charge or institute new fees or charges as may be applicable from time to time.
  68.
Velocity shall not be liable for any unauthorised access to the Your data or any unauthorized transmissions sent through the Services.
  69.
Velocity shall have the right, in its sole discretion, for any or no reason, and without penalty, to suspend or terminate Your use of the Platform and its Services or any part thereof, with or without notice.
  70.
You shall not (whether on-line or otherwise) describe Yourself as agent or representative ofVelocity or make any representations to any customer or any third party or give any warranties which may require Velocity or service provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party.

GRIEVANCE REDRESSAL

  71.
In   case   of   any   grievance,   the   term   as   defined   under   Information   Technology   (IntermediaryGuidelines   and   Digital   Media   Ethics   Code)   Rules   2021,   our   Grievance   Officer,   Mr.   SauravSwaroop, can be contacted by sending an email to saurav@velocity.in.