TERMS OF USE

Please read these Terms of Use (“Terms”) carefully before browsing, accessing and/or using our Site and Services. These Terms together with other documents as mentioned herein, including the statement of work  (“SOW”) as executed or maybe executed with a subscriber (“you” or “Subscriber”, “your”, “yourself”)  regarding the usage of our Services, constitute a legally binding agreement made between you and the Company, concerning accessing, browsing, and/or otherwise using our Services and Site. 

“you” or “Subscriber”, “your”, “yourself” means the entity you represent in accepting these Terms or, if that does not apply, you individually.  If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.  PLEASE NOTE THAT IF YOU SIGN UP FOR SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “you” or “Subscriber”, “your”, “yourself” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

These Terms are effective as of the date Subscriber first click “I agree” (or similar button or checkbox) or use or access Service/Site, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for Service.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN SUBSCRIBER IS EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICE AND SUBSCRIBER MUST DISCONTINUE THE USE IMMEDIATELY.

These Terms read with SOW govern our Services. These Terms include our policies (including our Privacy Policy). The Services are not intended for, and should not be used by, anyone under the minimum age required to enter into a contract under the Applicable Laws in the area in which you reside.

Subject to these Terms, you may access and use the Services for your own business purposes, all in accordance with these Terms and the SOW. You agree that you will be responsible for maintaining the confidentiality of your account information. You will be liable for all uses of your login information whether or not authorized by you and any losses or damages incurred by the Company or any third party due to someone else using your account. Subscriber shall keep its user IDs and passwords for the Services strictly confidential and shall not share such information with any unauthorized person. You are responsible for any and all actions taken using Subscriber’s account and password, and you agree to immediately notify Company of any unauthorized use of which you become aware of. You will not use the Services for any illegal or unauthorized purpose. You must not, in the use of Company’s Services, violate any laws in your jurisdiction. Subscriber hereby acknowledges, warrants and agrees that it will not and will not allow anyone else to:- (i) use the Service and Site for any purpose that is unlawful or is in violation of local, state, or federal laws or regulations, including for any false, deceptive, misleading, or fraudulent purpose; (ii) use the Service and Site in violation to these Terms; (iii) infringe the Intellectual Property, privacy rights, trade secret rights, or any other rights of any party; (iv) use the Service in any manner that could interfere with any other party’s use of the Service; or (v) attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Site, documentation or data related to the Site and Service in order to develop a competing service.

You and your use of Services must comply at all times with these Terms, and all Applicable Laws. Subscriber shall be solely responsible for sorting or handling of any complaints received against Subscriber. Subscriber represents and warrant to the Company that: (i) Subscriber has obtained all necessary rights, releases and permissions to submit all its data and to grant the rights granted to the Company in these Terms read with SOW, (ii) Subscriber’s data and its submission and use as Subscriber authorizes in these Terms read with SOW will not violate (a) any Applicable Laws, (b) any third-party intellectual property, privacy, publicity or other rights, or (c) any of Subscriber’s or third-party policies or terms governing Subscriber’s data, (iii) Subscriber (in case of Person other than individual) is duly incorporated or established under the laws of its jurisdiction and have all requisite power and authority to own and operate your business, (iv) Subscriber Materials (as defined later) shall not infringe any third party’s intellectual property rights or privacy rights; (v) Subscriber shall procure consent from the Persons whose images will be provided to Company pursuant to the SOW,  whereby the said Person shall specifically authorize the Subscriber and Company to convert such Person's images into videos with artificial intelligence or other technologies, (vi) Subscriber shall obtain appropriate consent from Persons prior to sharing of any information or data or picture or image of such Persons with Company in accordance with Applicable Law with respect to collection, processing, transfer, storing and sharing of such information and shall promptly provide such consent to Company as and when requested by Company, (vii) all information provided by the Subscriber shall remain true, accurate and complete at all times, (viii) Subscriber has necessary consent, right and authority to enter into, execute and perform its obligation under these Terms, and (ix) there are no claim, litigation or proceedings pending which would have adverse impact on the Subscriber to perform its obligation under these Terms. 

Subscriber shall provide all the required information and assistance to the Company to enable Company to deliver its Services in a timely manner. Subscriber agrees that Company shall not be responsible for any content, image, data, picture, video, material, communication, information, instruction or any other inputs provided by Subscriber (collectively “Subscriber Content”) or any delivery, after-sales service, payment, invoicing or collection, technical support maintenance services and/or any other obligations or services relating to or in respect of the Subscriber’s products or services. Such obligations shall be the sole responsibility of the Subscriber. Subscriber shall and agrees to defend, indemnify and keep safe and hold harmless promptly on demand Company, its directors, employees, representatives, and shareholders  (each “Indemnified Party”) at all times, against any and all claims, liabilities, damages, losses, costs, charges, expenses (including legal costs and fees), proceedings, suits, obligations and actions of any nature whatsoever made or instituted against or caused to or incurred or suffered by the Indemnified Party by reason of or in connection with or arising out of (i) any service and/or product of Subscriber, (ii) misrepresentation by Subscriber, (iii) breach of any terms, conditions, covenants or provisions of these Terms or SOW by Subscriber or any of its personnel including  employee or representative, (iv) Subscriber’s use or misuse of Company’s Services, (v) Subscriber’s violation of any third party rights, including without limitation any privacy right, (vi) any damage of any sort, whether direct, indirect, special or consequential, Subscriber may cause to any third party with relation to the Service and (v) any third-party claims arising out of or related to  Subscriber Content or connected with Subscriber. The indemnification obligation of the Subscriber under these Terms shall survive Termination or expiration or completion of these Terms and/or SOW for perpetuity. 

Company and Company’s licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology. Subscriber hereby acknowledges and agrees that, the Company is the owner or licensee of all intellectual property rights and Contents embedded or published on the Site and Service and such Intellectual Property is protected by Applicable Laws. No part of the Site or the Service, including Intellectual Property, shall be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Company’s express prior written permission. All right, title and interest in and to Subscriber Content furnished by the Subscriber to the Company pursuant to SOW is, and shall remain, the exclusive property of Subscriber.  Except as otherwise provided herein, nothing herein shall give Subscriber any right, title or interest in any of the Company’s Intellectual Property, or, any right to use any of the Company’s Intellectual Property in any manner. All Intellectual Property (a) related to the Services contemplated under this Agreement (except for Subscriber Content), and/or (b) in mode of creation and the technology used in creation of final content/output, which is (i) pre-existing, and/or (ii) conceived, generated, derived, arising, produced or reduced to practice, by Company, as a result of the Services performed by Company shall be and shall remain the exclusive property of Company. For the avoidance of any doubt, Intellectual Property created in the course of performance of the Services during the Term of this Agreement shall be owned by Company. It is Company’s policy to continuously improve its Services, and any other products or materials developed by Company. Consequently, Services, and any improvements to its Services, including, without limitation, software programs, tools, processes, methodologies, concepts, documentation, and discoveries furnished or produced by Company (other than the Subscriber’s Content) in the performance of the Services (collectively, “Company Materials”) shall not be considered works made for hire. All right, title and interest in and to Company Materials shall remain or become the sole and exclusive property of Company, including all intellectual property rights in the Company Materials. Subscriber shall execute all such documents, at any time and in such manner as maybe required by the Company to confirm any right, title and interest in, to and under any related Intellectual Property, in favour of the Company. In the event that it is legally not possible to assign Subscriber’s rights, if any, in accordance with the terms hereof, the Subscriber hereby and shall ensure that it, in consideration of the mutual covenants contained herein, agrees and undertakes to relinquish in writing all such rights and the Subscriber shall execute all documentation required to confirm and document such relinquishment of the Subscriber’s right.

From time to time, Subscriber may execute SOW, and each SOW will form a part of these Terms, and will be subject to the terms and conditions contained herein. For the purpose of giving full and proper effect to these Terms and the SOW, both shall be read together and construed harmoniously. In the event of any conflict or inconsistency between a SOW and these Terms, unless the SOW references a specific provision in these Terms and provides that such SOW is amending only that specific provision of these Terms and only with respect to the Services performed pursuant to such SOW, these Terms shall prevail with respect to such conflict or inconsistency. In case of a conflict between two SOWs, the SOW later in date shall prevail.

Company makes no representations or warranties of any kind, express or implied, regarding the service, and expressly disclaims all warranties of any kind, whether express or implied or statutory, including but not limited to the implied warranties of functionality or merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant or represent that the final video will be compatible with any third-party software or all the devices. 

You understand that use of the Services necessarily involves transmission of your data over networks that Company does not own, operate or control, and Company is not responsible for any of your data lost, altered, intercepted or stored across such networks. Company cannot guarantee that its security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat Company’s security measures or those of Company’s third-party service providers. Company will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside Company’s reasonable control. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by Applicable Law.

Notwithstanding anything contained in these Terms or SOW: (a) in no event will Company be liable for special, punitive, incidental, indirect or consequential or exemplary damages (including without limitation downtime costs, loss of data, business interruption, loss of business opportunity, replacement services, lost profits or goodwill or any losses regardless of whether such claims are based on contract, tort, warranty or any other legal theory whether or not the Subscriber has been advised of the possibility of such damages; and (b) Company’s total cumulative liability to Subscriber from all causes of action and under all theories of liability in respect of a particular SOW and/or these Terms shall be limited to and will not exceed 5% of the net Fees received by Company from Subscriber pursuant to the said SOW.  The existence of more than one claim shall not enlarge this limit. Company’s liability obligations do not apply: (i) to unauthorized use of Services; or (ii) to any claim arising as a result of circumstances covered by Subscriber’s indemnification obligations. This section states Company’s sole liability and your exclusive remedy in connection with any Service or other items the Company provides under these Terms and the SOW and the limitation shall survive perpetually. 

 Company has a right to identify you as Company’s customer in Company’s promotional materials.  

These Terms and SOW will be governed by and construed in accordance with the Applicable Laws of India without giving effect to the principles of conflicts of laws. Subscriber and Company irrevocably submit to the sole and exclusive jurisdiction of the courts in Bangalore, India generally and unconditionally, with respect to any action, suit or proceeding or dispute that may arise from these Terms or SOW.  

These Terms are effective as of the Effective Date and expire on the date of completion or expiration or termination of all SOWs. The SOW term will begin upon the effective date of the SOW as specified in the SOW executed by the Subscriber and will remain in effect for the time periods specified in the SOW or completion of SOW unless terminated in accordance with these Terms. Subscriber or Company, as the case may be, may terminate these Terms or SOW in any of the following events:

1. Immediately in the event the other party becomes insolvent, or liquidated or a receiver is appointed, or assignment for the benefit of creditors is made;

2. for convenience by fifteen (15) days’ written notice to the other party and if any SOW is executed then following the completion of all SOW by giving fifteen (15) days’ written notice to the other party;  

3. The other party breaches any term or condition or covenant or provision or warranty of this Agreement (as applicable to it) and does not cure such breach within fifteen (15) days of notice received from the terminating Party;

4. immediately in case of misrepresentation by the other party. 

Notwithstanding anything to the contrary, Company shall have the right to immediately suspend Services without any liability, in the event of the following: 

1. Subscriber breaches any provision of this Agreement or any other agreement it may have with Company;

2. Company receives instructions from Governmental Authorities to suspend the Services; 

3. Subscriber’s products, services or Subscriber Content infringe, or are suspected of infringing any intellectual property rights of a third party, including but not limited to copyrightable works, patented inventions, trademarks and trade secrets, or Subscriber is suspected of selling counterfeit and/or knock-off goods;

4. Subscriber uses the Services for any transactions which have a high-risk score as per Company’s internal fraud assessment tools and other policies; or 

5. Company is of the opinion that there are suspicious circumstances surrounding the Subscriber’s activities.

Termination or expiration or completion of these Terms and/or SOW shall not affect any accrued rights or liabilities of Subscriber or Company, nor shall it affect the coming into force or the continuance in force of any provision of Terms and/or SOW which are expressly or by implication intended to come into or continue in force on or after such termination or expiration or completion. All or any sums and charges payable pursuant to any SOW and which are unpaid at the effective date of termination or expiration or completion shall forthwith become due and payable by Subscriber but no later than 15 days’ of termination or expiration or completion of these Terms and/or SOW. All the provisions which ought to survive any termination or expiration or completion of these Terms read with SOW shall survive. 

By using the Service, Subscriber consents to receiving electronic communications from the Company. These communications may include notices about Subscriber’s account and information concerning or related to the Service. Subscriber agrees that any notices, agreements, disclosures, or other communications that the Company sent to the Subscriber electronically will satisfy any legal communication requirements, including that such communications be in writing.

Subscriber agrees that the Company will not responsible for anything that the Company may otherwise be responsible for, if it is the result of events beyond Company’s control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, lock-down, epidemic, pandemic, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure,  or any other event beyond Company’s control.

Subscriber may not assign its rights and/or obligations under these Terms or SOW to any other party without Company’s prior written consent. Company may assign its rights and/or obligations under these Terms to any other party at Company’s own discretion with notice to the subscriber.

Subject to the Privacy Policy and these Terms, the receiving party shall keep Confidential Information and proprietary information and data received from the disclosing party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving party’s directors, officers, agents, authorized representatives on a need-to-know basis. Upon request by the disclosing party, the receiving party shall immediately return to the disclosing party or destroy all Confidential Information disclosed by the disclosing party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing party. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration or completion of SOW and these Terms. The receiving party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing party, entitling the disclosing party to obtain injunctive relief in addition to all legal remedies.

The Company may change these Terms from time to time except for SOW which will be amended by mutual agreement. Subscriber’s continued usage of this Site or Services after any change in these Terms will constitute the acceptance of such change. If Subscriber disagrees with any changes to these Terms, then Subscriber will need to stop using Service.

Company shall not be deemed to have waived any right, power or privilege under these Terms and/or SOW unless such waiver shall have been expressed in a written instrument signed by the Company. Any failure to enforce any rights granted hereunder or to take action in the event of any breach of these Terms and/or SOW shall not be deemed a waiver by the Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches. All waivers must be in writing, and any waiver or failure to enforce any provision of these Terms and/or SOW on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Any provision of these Terms and/or SOW declared invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability, without causing invalidity or unenforceability of the remaining terms or provisions of these Terms and/or SOW. 

All notices to be provided by the Company to You under these Terms and /or SOW may be delivered in writing (i) by a nationally recognized delivery service (“Courier”) or to the contact mailing address provided by You on any SOW while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Your account. Company’s address for a notice in writing by Courier is 3rd Floor, 404, 22nd Cross Rd, above Reliance Smart Point, Parangi Palaya, BDA Layout, HSR Layout, Bengaluru, Karnataka 560034 and by email is admin@quinn.live. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

These Terms read with SOW constitute the complete and exclusive understanding and agreement between the Subscriber and the Company regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Legal remedies may be inadequate to enforce the provisions of Terms and/or SOW and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of Terms and/or SOW. Subscriber and the Company are independent contractors. These Terms and SOW do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the said parties.

Certain capitalized terms are defined in these Terms and others shall have meaning ascribed herein below. 

“Applicable Laws” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local Governmental Authority having competent jurisdiction and force of law over, or application to the relevant party or subject matter in question, as may be amended from time to time;

“Content” means source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, questions, and test results, provided by the Company in relation with the Site or the Service, provided any final video created pursuant to SOW shall belong to the Subscriber;

“Governmental Authority” means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government as applicable.

“Intellectual Property” means and includes all intellectual property whether tangible or intangible, including but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks, tradename, service marks, know how, inventions, formulae, confidential or secret processes, trade secrets, business names, designs, rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and to protect the confidentiality of, confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Our Technology” means the Services, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing.

“Service(s)” refers to the Company’s Services as specifically set out in each SOW.