Terms and Conditions
(Last updated March 30, 2022)
These Terms and Conditions (collectively, “Terms”) are a legal agreement between the Customer or the User and Exela Technologies India Private Limited which govern the access to and use of the Exela HR Solutions and Services (including HR Toolkit) (“EHRS”) along with this site, and other related sites sponsored by Exela, any related services, and if applicable, applications, including integrations provided by us (collectively, the "Sites"). EHRS is created and developed by Exela Technologies India Private Limited a company incorporated under the Laws of India (the Companies Act, 1956), which is a constituent entity of Exela Technologies, Inc. (together with its subsidiaries, “Exela,” “we,” or “us”). If you are using EHRS or related Sites, then these Terms apply to your use.
By accessing, using or downloading any materials from the Sites, registering for the services, or downloading or using any of the apps, Customer or the User agree to be bound by these terms. IF the Customer or the User DO NOT AGREE TO THESE TERMS, OR ARE NOT AUTHORIZED AND MUST CEASE USING EHRS AND THE SITES IMMEDIATELY.
Recognizing the global nature of the Internet, Customer or the User must comply with all local rules regarding online conduct and acceptable use of information. Specifically, Customer or the User agree to comply with all applicable laws regarding the transmission of technical data across borders.
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTIONS GOVERNING DISPUTES ARISING FROM THE USE OF THE EHRS SERVICES WHICH AFFECT YOUR LEGAL RIGHTS AS DETAILED HEREIN. PLEASE READ CAREFULLY.
CUSTOMER OR THE USER, MUST BE OF LEGAL AGE (18 YEARS OF AGE OR OLDER, OR OTHERWISE OF LEGAL AGE IN THE RESIDENT JURISDICTION) AND COMPETENT TO AGREE TO THESE TERMS TO USE THE SITES OR SERVICES. IF THE CUSTOMER OR THE USER IS AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR ENTITY, CUSTOMER OR THE USER REPRESENT THAT THEY HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON THAT ORGANIZATION OR ENTITY’S BEHALF AND BIND THEM TO THESE TERMS, IN WHICH CASE THE REFERENCES TO "YOU" OR "YOUR" IN THESE TERMS, EXCEPT FOR IN THIS SENTENCE, WILL REFER TO THAT ORGANIZATION OR ENTITY.
CUSTOMER OR THE USER, SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT NO UNAUTHORIZED PERSONS HAVE ACCESS TO THE EHRS OR SITES, AND TO ENSURE THAT NO PERSONS AUTHORIZED TO HAVE SUCH ACCESS SHALL TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF THESE TERMS.
CUSTOMER OR THE USER RESPONSES TO ALL QUESTIONS THROUGHOUT THE ELECTRONIC PROCESS MAY BE RECORDED AND MADE PART OF YOUR ELECTRONICALLY SIGNED DOCUMENTS RECORD.
BY USING THE SERVICES (AS DEFINED BELOW), CUSTOMER OR THE USER CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM EXELA AND/OR ITS PARTNERS AND AFFILIATES. YOU AGREE THAT ANY NOTICES, AGREEMENTS, DISCLOSURES OR OTHER COMMUNICATIONS THAT ARE SENT TO CUSTOMER OR THE USER ELECTRONICALLY WILL SATISFY ANY LEGAL COMMUNICATION REQUIREMENTS, INCLUDING THAT SUCH COMMUNICATIONS BE IN WRITING, PROVIDED THAT ANY COMMUNICATION TO YOU IS SENT TO THE EMAIL ADDRESS PROVIDED ON CUSTOMER OR THE USER ACCOUNT. CUSTOMER OR THE USER AGREE THAT ANY COMMUNICATION TO EXELA WILL BE SENT TO ehrs.toolkit@exelatech.com. FOR FURTHER HANDLING.
A. PURCHASE TYPE
Customer use of EHRS through the Site and access to relevant support from Exela (collectively, the "Services") is available through a direct purchase of the Services through the Site. The purchase of the Services is valid for the period of twelve (12) months (“Term”) from the date of Customer’s purchase.
B. OWNERSHIP OF PROPRIETARY INFORMATION; CONTENT
The Services contain materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property rights, laws, and treaties. Exela and its licensors own and will retain ownership of all right, title, and interest in the Services, including intellectual property rights therein (but excluding your Content (as defined below)). You own and will retain ownership of all right, title, and interest in your Content. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. Neither party will do anything inconsistent with such a title. Your use of any Exela proprietary information other than as permitted in accordance with these Terms is strictly prohibited.
Exela may provide links to publicly available Content to use with the Services but is not responsible in any manner for such publicly available Content. However, The Customer or the User are responsible for ensuring that any Content (as well as any publicly available Content) that is used in Connection with the Services complies with the copyright laws, other intellectual property laws, and treaties, as well as applicable privacy laws. Exela does not have the ability to screen all Content, but Exela shall have the right (but not the obligation) in its sole discretion to remove all or part of the Content from the Services. If Customer or the User are an administrator for the account, then the Customer or the User are responsible for the Content and activities of your users.
Although Customer or the User are in no way obligated to do so, if Customer or the User do choose to share an idea, suggestions, information or feedback relating to the Services ("Suggestion"), then you hereby assign, transfer and convey to Exela, all worldwide right, title, and interest in and to all intellectual property rights in all of your Suggestions.
Exela may provide Content, such as sample documents, templates, and forms, for Customer or the User to use solely with the Services. Exela owns and will retain ownership of all right, title, and interest in its Content, including all intellectual property rights therein. Customer or the User claim no ownership of Exela’s Content.
If Customer or the User is a user of Content posted by a third party on the Services ("Third Party Content"), Customer or the User acknowledge that Exela does not approve, endorse, monitor, verify, or take responsibility for any such Third Party Content. Customer or the User agree that the third party posting the Third Party Content is solely responsible for it and that Exela is not liable for any Third Party Content. EXELA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF OR RELATED TO THIRD PARTY CONTENT REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY.
C. LIMITED LICENSE
Upon Customer’s acceptance of these Terms, Exela hereby grants a limited, revocable, non-exclusive, non-transferrable license to access and use the Services (including Exela Content provided in connection with the Services) solely for Customer personal or internal business purpose and only as expressly permitted herein. Customer acknowledge that Exela reserves all rights relating to the Services not expressly granted to the Customer herein. The license, Service or software is considered delivered and accepted when made available for access.
Customer will not permit anyone else to: (a) share the login ID for the Services with any other person (each user must have their own login ID) or use or launch any automated system to access the Services; (b) access another users account, circumvent standard access to the Services, or attempt to gain unauthorized access to the Services; (c) use the Services in a manner that is illegal, defames, abuses, tortious, harasses, stalks, threatens, or violates the legal rights of others; (d) use the Services to impersonate another person or entity or misrepresenting yourself or affiliation with an entity, including sending deceptive source-identifying information such as spoofing or phishing, or to upload, post, host, or transmit unsolicited email or spam, or use the Services to transmit any malware, Trojan horses, worms or viruses or any destructive or malicious code; (e) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services or Exela Content; (f) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying intellectual property relevant to the Services; or (g) use the Services or Exela Content for the benefit of a competitive offering to the Services or to intentionally harm or discredit Exela.
Any violation of the license restrictions contained in this Section may result in the immediate termination of Customer’s right to use the Services, as well as potential liability for copyright infringement or other claims. Exela reserves the right to refuse service to anyone for any reason at any time.
D. CONFIDENTIAL INFORMATION
In connection with the Services, Customer or the User and Exela may share proprietary or non-public information (“Confidential Information”) which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. "Confidential Information" will not include any information which: (a) was previously known to the other party without restriction on use or disclosure; (b) is or becomes publicly available, through no fault or breach of these terms by the receiving party; (c) is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure; (d) is independently developed by such other party without reference to the Confidential Information.
The receiving party of Confidential Information agrees: (a) not to disclose Confidential Information to a third party, with the exception that Confidential Information may be disclosed to such party’s employees, and/or its affiliates, consultants, attorneys, accountants or other professional advisors who have a need to have the information that are under confidentiality obligations that are at least as restrictive as the terms contained herein or subject to direction of the disclosing party; (b) to protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information, and in no event less than reasonable care; and (c) to use Confidential Information only as necessary to fulfill its obligations and exercise its rights under these Terms.
E. HANDLING OF EU PERSONAL DATA
The receiving party of Confidential Information agrees: (a) not to disclose Confidential Information to a third party, with the exception that Confidential Information may be disclosed to such party’s employees, and/or its affiliates, consultants, attorneys, accountants or other professional advisors who have a need to have the information that are under confidentiality obligations that are at least as restrictive as the terms contained herein or subject to direction of the disclosing party; (b) to protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information, and in no event less than reasonable care; and (c) to use Confidential Information only as necessary to fulfill its obligations and exercise its rights under these Terms.
F. DEVICES AND/OR INTERNET
Services depend on third party network and Internet providers and device manufacturers that are outside of Exela's control. Customer or the User acknowledge that Exela will not be responsible or liable for performance or non-performance as a result of such devices or networks. Customer or the User acknowledge that the processing and transmission of the Services, including Customer or the User Content, may involve transmissions over various networks and unencrypted transfer to a network or device. Customer or the User acknowledge that third party networks or devices may change their technical requirements interfering with the operation of the Services.
G. WARRANTIES AND DISCLAIMERS
Customer or the User hereby represent and warrant to Exela that: (a) Customer or the User have all requisite rights and authority to use the Services under these terms and to grant all applicable rights herein; (b) Customer or the User are responsible for the use of the Services; (c) Customer or the User are solely responsible for maintaining the confidentiality of the password(s); (d) Customer or the User will promptly notify Exela any unauthorized use of the Services; (e) Customer or the User agree that Exela will not be liable for any losses incurred as a result of a third party's use of the account, regardless of whether such use is with or without Customer or the User knowledge and consent; (f) Customer or the User will use the Services for lawful purposes only and subject to these terms; (g) any information Customer or the User submit to Exela is true, accurate, and correct; and (h) Customer or the User will not attempt to gain unauthorized access to the system or the Services, other accounts, computer systems, or networks under the control or responsibility of Exela.
Customer or the User acknowledge that the Sites and/or Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Exela makes available (collectively “Excluded Data”) is subject to export control laws and regulations of the United States (including, the U.S. Export Administration Act and the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively “Export Laws”). Customer or the User represent and warrant that Customer or the User will not access, download, use, export, or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws (including to any end-user in a U.S. embargoed country or territory or an end-user included on OFAC’s listing of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List) without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business. Customer or the User are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Sites.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE USE OF THE SERVICES AND SITES SHALL BE AT THE CUSTOMER OR USER SOLE RISK. EXELA AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“EXELA PARTIES”) (i) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (iii) DOES NOT WARRANT THAT THE SERVICES OR SITES ARE OR WILL BE ERROR-FREE, WILL MEET THE REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE SERVICES OR SITES.
THE EXELA PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES AND SITES CONTENT AND ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM THE ACCESS TO AND USE OF SERVICES AND SITES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITES; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND SITES. CUSTOMER OR THE USER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF EXELA TO ANY THIRD PARTY.
Because some jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the maximum extent permitted by and for the minimum warranty period allowed by the mandatory applicable law.
H. LIMITATION OF LIABILITY
The information, content and materials available or provided herein and on the website is for informational purpose only and does not constitute legal advice, employment law or HR advice or direction and should not be relied upon other than as a resource. Information, content and materials on this website/tool/platform may not constitute the most up-to-date legal, employment or HR or other information. Users/Readers/Subscriber should refrain from acting on the basis of the information, content and material available or provided herein, without seeking legal advice or consulting their Employment law or HR professional in the relevant jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE EXELA PARTIES BE LIABLE TO FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITES OR THE SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM THE ACCESS TO AND USE OF THE SITES OR THE SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES OR THE SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF DATA OR CONTENT FROM THE SITESOR THE SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITES OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE EXELA PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.
EXELA’S TOTAL LIABILITY FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE USE OF THE SERVICES OR SITES (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID TO EXELA FOR THE APPLICABLE SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
CUSTOMER OR USERS JURISDICTION MAY NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF LIABILITY ABOVE, SO THE LIMITATIONS OR EXCLUSIONS HEREIN MAY NOT APPLY. IN SUCH JURISDICTIONS, THE LIABILITY OF EXELA WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
I. INDEMNIFICATION
Customer or the User will defend, indemnify, and hold the Exela Parties harmless from any and all third party claims, damages, liabilities, and costs (including, but not limited to attorneys' fees) arising from or related to: (a) allegations that the Customer or the User content infringes any intellectual property or other rights of any person or entity, (b) Customer or the User failure to comply with these Terms, or (c) Customer or the User willful misconduct or negligence.
Exela retains the exclusive right to settle, compromise, and pay, without Customer or the User consent, any and all claims or causes of action that are brought against Exela. Exela will (a) promptly provide notice to Customer or the User of any claim, suit or proceeding for which indemnity is claimed and Customer or the User agree to cooperate with Exela’s defense of these claim(s). Customer or the User will not enter into any settlement that imposes liability or obligations on Exela without Exela's express prior consent.
J. PAYMENT
Customer shall pay Exela all fees associated with the purchase in advance during the time of the purchase. Prior to accessing the Services, Customer must provide Exela with a valid credit card, or other forms of payment acceptable to Exela.
Additionally, Customer is responsible for payment of all taxes, including sales, use, value-added taxes (“VAT”), goods and services taxes (“GST”), personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any federal, state, provincial or local government entity on the transactions contemplated by these Terms, excluding taxes based upon Exela's net income (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of EHRS. Where the responsibility to remit Taxes falls upon Exela, the Taxes will be added to the payment and payable at the same time as the payment. Taxes shall not be deducted from the payments to Exela, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, Exela receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirm that Exela can rely on the name and address set forth in the registration during purchase as being the place of supply for Tax purposes. Exela’s and Customers obligations under this Section J shall survive the termination or expiration of these Terms
YOUR PAYMENTS ARE NON-REFUNDABLE. As a subscriber, Customer agrees to provide Exela with complete and accurate billing and contact information and keep it up to date throughout the purchase period. Customer acknowledge that Exela may change its fees and/or fee structures from time to time in its discretion. Exela will post notice of such changes on the Sites. Any pricing changes will be effective for Customer’s next purchase and it shall not impact the current purchase. Exela shall not be liable to the Customer or to any third party for any modification, price change, suspension or discontinuance of the Services.
If the Customer is a subscriber with a good faith dispute of any payment, Customer should contact Exela's support team with details of the dispute, any supporting documentation, and Customer’s contact information within thirty (30) days of becoming aware of the dispute. Customer will continue to pay all amounts when due (even disputed amounts) while Exela work diligently and promptly to resolve the dispute. Upon resolution, Exela will promptly credit any amount owed to the Customer or Customer will promptly pay all amounts owed to Exela.
In order to receive a credit or dispute an invoice, please contact Exela support at ehrs.toolkit@exelatech.com
K. TERM; TERMINATION
Customer purchase of the Services will be valid for twelve (12) months (“Term”) form the date of purchase. On expiration of the Term, the Customer will have to purchase the Services again. If the Customer is a subscriber, the arrangement contemplated by these Terms will be effective as of the earlier of either (i) the date that the Customer accepts these click-thru Terms or (ii) the date that the Customer sign a sales order with the end of the Term specified in the applicable order form, or if no term is specified, until the arrangement contemplated by these Terms is terminated by either party in accordance with these Terms.
Exela may terminate the arrangement contemplated by these Terms or suspend Customer’s use of Services if the Customer (a) violate the license restrictions contained in these Terms, or (b) is past due on payment of a fees owed and have not responded to request for payment, (c) billing or contact information is false, fraudulent or invalid, (d) issued bad checks or reversed credit/debit card transactions, (e) breach or otherwise to fail to comply with these Terms and have not cured such breach within five (5) days of Exela's written notice specifying the alleged breach, or (f) enter receivership, general assignment for the benefit of creditors, any bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days, liquidation, dissolution or termination of the business operations
L. EFFECT OF TERMINATION
If these terms expire or is terminated for any reason: (a) Customer will pay to Exela any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Customer’s liabilities to Exela that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Services with respect to the Services and Sites and intellectual property will immediately terminate; (d) Exela’s obligation to provide any further services under these terms will immediately terminate, (e) Customer account and the Content contained therein will no longer be accessible by the Customer. Exela will not be liable to the Customer or any third party for termination of the arrangement contemplated by these Terms or any termination or suspension of Customer use of the Services.
M. GOVERNING LAW
The arrangement contemplated by these Terms will be governed by and construed in accordance with the laws of India and will be subject to the Courts of Mumbai. These Terms will not be governed by the conflict of law rules of any jurisdiction that would result in the application of any laws other than the Laws of India, Mumbai, nor the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
N. BINDING ARBITRATION
IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR TO EXELA, THE COMPLAINING PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. IF THE DISPUTE IS NOT RESOLVED BY NEGOTIATION OR MEDIATION, AT ANY TIME AFTER EXPIRATION OF THIRTY (30) CALENDAR DAYS FROM THE DATE OF THE WRITTEN REQUEST FOR INFORMAL SETTLEMENT. INSTEAD OF SUING IN COURT, WE EACH AGREE TO SETTLE DISPUTES ONLY BY ARBITRATION, ACCORDINGLY. THE DISPUTE SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THE PROVSIONS OF INDIAN ARBITRATION AND CONCILIATION ACT 1996, BY A SOLE INDEPENDENT ARBITRATOR CHOSEN BY THE PARTIES MUTUALLY. THE VENUE OF ARBITRATION WILL BE MUMBAI. THE ARBITRATOR SHALL ISSUE A WRITTEN AWARD STATING THE REASONS THEREFOR. THE RULES IN ARBITRATION ARE DIFFERENT. THERE’S NO JUDGE OR JURY, AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME LIMITATIONS STATED IN THESE TERMS AS A COURT WOULD. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE BINDING ON BOTH PARTIES AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE. EITHER PARTY SHALL RETAIN THE RIGHT TO OBTAIN INTERIM EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. IN NO EVENT SHALL THE ARBITRATOR BE EMPOWERED TO AWARD PUNITIVE DAMAGES. EACH PARTY SHALL BEAR ITS OWN EXPENSE OF ARBITRATION AND SHALL SHARE EQUALLY THE COST OF THE ARBITRATOR AND THE ARBITRATION PROCEEDINGS.
O. CLASS ACTION WAIVER
SUBJECT TO THE FOREGOING AGREEMENT TO ARBITRATE, YOU FURTHER AGREE THAT ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS ("CLASS ACTION WAIVER"). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY US. THE AGREEMENT TO ARBITRATE SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE. YOU AND EXELA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
P. THIRD PARTY CONTENT
The Services may provide, links to other third-party websites, services, or resources that are beyond Exela’s control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. EXELA IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your usage through the Site, including any payment gateway, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such provider. You agree that Exela shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such links to third-party websites or resources on the Site.
Q. MISCELLANEOUS
These Terms may be agreed to online, by use of the Services and/or executed by electronic signature and in one or more counterparts.
These Terms do not establish the parties as business partners or agents of the other, and neither party has the right to bind the other on any third-party agreement.
Customer or the User may not assign any of its rights or obligations hereunder, except in connection with a merger or acquisition. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
Except for any payment obligations, neither Customer or the User nor Exela will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by a governmental entity, strike, crime and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed promptly after the force majeure event concludes.
These Terms together with Customer or the User "Consent To Proceed Electronically," described at Consent To Proceed Electronically and "Privacy Policy," which governs Exela's use of information, described at Privacy Policy, each of which are incorporated herein, constitute the entire agreement between the parties with respect to Customer or the User access and use of the Services. These Terms supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and prevails over any conflicting terms contained in any documents, communications, or discussions. All waivers must be in writing and signed by the party waiving its rights. If any part of these Terms is found unenforceable by an arbitrator or court of competent jurisdiction, the rest of these Terms will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of these Terms within the limits of applicable law.
We may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services. Please review the site on a regular basis to obtain timely notice of any revisions. Exela will post the revised terms on the Site with a “last updated” date. Customer or the User agree that we shall not be liable to you or to any third party for any modification of the Terms. IF Customer or the User CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, Customer or the User AGREE TO BE BOUND BY THE REVISED TERMS.
