Terms of use

These Terms of Use along with an Insertion Order (“Insertion Order”, attached by reference herein), which is a written authorisation generated by Zirca pursuant to the acceptance by Zirca of a Release Order (“Release Order”) or additional Insertion Order(s) received from a Client (which shall mean an advertiser, an agency of the advertiser or any user/ person/ entity who or which accesses or uses the Service as specified below) determines the terms of use of the Service. These Terms of Use and the Insertion Order shall govern the relationship between Zirca and Client for providing Services (defined below) through (Zirca’s Internet platform titled) ‘ContentdB’ which shall represent the Parties’ mutual understanding for the provision of Services by Zirca to the Client.
Unless otherwise defined herein, all capitalised terms used herein shall have the same meaning as ascribed to them in these Terms of Use.

These Terms of Use are intended to constitute an enforceable agreement between the Client and Zirca. The Client represents that it is authorised under the laws to which it is subject to enter into this agreement and it is duly authorised by its internal corporate approvals to accept these Terms of Use and any representative of the Client who accepts these Terms of Use is not less than 18 years old and is otherwise competent to contract under the laws to which he is subject and authorised to bind the Client.

  1. SERVICES
    1. The Services offered by Zirca using ContentdB inter-alia consists of two components: (i) Self Served Campaign, which will offer the Client the ability to curate and manage its own advertising campaign (“Campaign”) and (ii) Managed Campaigns, where if the Client choses, will grant the right and license to Zirca to manage the Campaign on the Client’s behalf. In both cases, the Service will allow the Campaigns to be publicly displayed and published on multiple third party websites (“Publishers” or “Publisher Websites”) either directly or indirectly through a collection of multiple servers that cache and deliver web-content to Publisher Websites (“Content Delivery Networks” or “CDN”) and with whom Zirca has executed agreements. The Client shall have the ability to display content, which includes but is not limited to headlines and images (“Content”) as part of their Campaigns to multiple Publishers using the single window Zirca’s Internet platform – ContentdB and also to optimize the Campaign by re-arranging and/or allocating the Content across different Publishers. Content dB will also provide information to the Client about the Client’s Campaigns running on Publishers websites, by furnishing a Dashboard (“Dashboard”) to the Client, which shall contain the following information about the Campaigns of the Client i.e. number of advertisements served, impressions / Native Ads displayed, links posted on Publisher websites together with user interface with the advertisements served, for e.g. clicks, CTR etc., The Dashboard shall serve as a computerised tool designed to simplify complex data sets, reveal patterns, and provide the Client with a way to monitor the performance of their ad-campaigns using key performance indicators, metrics and other data points relevant to the Campaigns. Any and all of the information generated, accessed or gathered by the Service in any manner whatsoever including from the CDN and / or the Publisher Websites running the Campaigns, will be data (“Data” or “data”) collected by Zirca as part of the Service and shall be dealt with in accordance with these Terms of Use.
    2. In case the Client opts for Managed Campaigns then the Client shall provide Zirca with the details of each of the Campaigns of the Client, including but not limited to the details and description of the Client’s content, budget per Campaign, tenure of a Campaign (“Campaign Period”), and any other information required by Zirca to provide the Services under the Managed Campaigns (“Campaign Details”), as shall be specified in the Insertion Order, or as may be otherwise separately requested by Zirca. In the event the Client opts for the Self Served Campaign, then it will be required to directly insert the Campaign Period and the Campaign Details as may be requested by the Service on the ContentdB platform.
    3. Subject to the terms and conditions set forth herein, Client grants a non-exclusive, royalty-free and transferrable right and license to Zirca to access or use the Client’s Campaign Details to provide the Services throughout the Campaign Period and thereafter. Client
    4. Notwithstanding anything else contained in these Terms of Use, Client also grants a non-exclusive, royalty-free and transferrable right and license to Zirca to use the Campaign Details, details about the Client and the products of the Client, including but not limited to the name, logo, platform credential details like campaign history etc. (in case Client wishes to continue their campaign through ContentdB), and any intellectual property of the Client, for either providing the Services to the Client and/or for internal business of Zirca. Zirca however acknowledges and agrees that such usage is subject to the intellectual property rights of the Client or of any third-party, if any.
      Zirca acknowledges and agrees that the Client has the right to access and use the Dashboard in specific reference to the respective Campaign of the Client. The terms and conditions specified in these Terms of Use shall also govern the online access and use of ContentdB by the Client. In accordance with this, Zirca grants a limited right to the Client to access and use the Dashboard, solely for the purposes of reviewing the analytics and performance of the respective Campaign, by providing exclusive and specific login details of the respective Campaign to the Client (“Online Access”). Client acknowledges and agrees that the Client shall be solely responsible for its actions and omissions on the Dashboard and Zirca shall not review or be liable for the actions of the Client on the Dashboard. Client further agrees that it shall keep the login details of the Online Access confidential and shall not share it with any third-party, the Client of the respective Campaign shall have the right to receive the login details of the Online Access of the respective Campaign.
    5. The privacy of the information/data of the Campaign Details collected from the Client and on the Dashboard is governed by the privacy policy of Zirca (“Privacy Policy”) and the additional provisions in these Terms of Use. Client acknowledges and agrees that it has read and understood the Privacy Policy and has agreed to be bound by the Privacy Policy, which shall be deemed to be an integral part of these Terms of Use. Please refer to the Privacy Policy available at www.contentdb.com.
  2. PERFORMANCE OF SERVICES
    1. Zirca reserves the right to (a) reject any Release Order from an Client; (b) restrict the Online Access of the Client of the Dashboard; or (c), forthwith terminate the Services if in the sole discretion of Zirca the Campaign or the Content (or any part thereof) is not in compliance with these Terms of Use or the Insertion Order, or the Privacy Policy, or if CDN or the Publisher notifies Zirca that the Campaign or the Content (or any part thereof) is not in compliance with the CDN terms of use or the Publisher terms of use, or any applicable laws, rules and/ or regulations. In any such case of termination of the Services, Zirca shall not refund any fees that maybe collected from the Client in advance.
    2. Client acknowledges and agrees that a Service shall be said to be performed with the completion of a Campaign, as specified in the Insertion Order (“Performance of Services”).
    3. Client has the right to revise or change all or any of the Campaign Details in the case of a Managed Campaign, by providing a written notice to Zirca. Zirca shall use commercially reasonable measures/efforts to perform its Services on the basis of the revised or changed Campaign Details. Client acknowledges and agrees that Zirca cannot guarantee that the request of the Client shall be adhered to in case that Zirca is already in the process of completion of its Services. In the case of a Self Served Campaign, the Client will have the right to revise or change all or any of the Campaign Details at any time on the Service directly.
    4. Notwithstanding anything contained in Clause 10, Client acknowledges and agrees that Zirca shall not be able to provide its Services for the following reasons and the order of the Client, shall be deemed to be terminated:

      (a) failure to pay for the Services;

      (b) the Content or any part thereof violates any applicable law, rule and / or regulation or infringes any rights of any third party, including any intellectual property rights of any third party or violates any condition of these Terms of Use or the terms of use of the CDN or the Publishers.

      (c) failure to perform the Services due to lack of Campaign Details, information or inaccurate information provided by the Client;

      (d) software or technology malfunction of ContentdB or the CDN or the Publisher Website;

      (e) maintenance and up-gradation of ContentdB or CDN or the Publishers Website and any additional software used by Zirca;

      (f) failure or delay due to reasons beyond the control of Zirca or attributable to the third-parties for managing the Campaign; and

      (g) occurrence of a Force Majeure Event.

    5. Client acknowledges and agrees that Zirca shall not be held liable for any disruption in the Services, arising as a result of the actions and/or the omissions and deliverables of the Content Delivery Networks and / or the Publishers or the failure of the Campaign attributable to the CDN and / or the Publisher for any reason.
    6. Nothing in these Terms of Use shall be construed as a promise of any sort of minimum traffic volumes, clicks, increased activity or usage or any other such commitments relating to the Campaign (whether Managed or Self Served) by Zirca. The Client hereby agrees and accepts that performance of the Service may also be affected by the performance of the Content Delivery Networks and the Publisher Websites and the Client shall not hold Zirca responsible and / or liable for the same. The Client further agrees and accepts that the delivery of the Campaign (whether Managed or Self Served) is also subject to the terms of use of the CDN and the Publisher Websites.
  3. FEES FOR PERFORMANCE OF SERVICES AND PAYMENT OF FEES
    1. The Parties acknowledge and agree that the payment model of Performance of Service by Zirca in relation to a Campaign shall be set forth in the Insertion Order. For the Services which the Client avails of from Zirca, the Client will pay Zirca for all charges and fees Client incurs in connection with such Performance of Service in the currency indicated by Zirca. Zirca’s measurements are the definitive measurements under these Terms of Use and will be used to calculate Client’s charges. Zirca will either bill the Payment Method for all such charges and fees in connection with such Service or, if Client is billed on an invoice basis, Zirca will submit an invoice to the Client at the e-mail or mailing address on the Release Order or as required by applicable law, and the Client will pay all charges in full within 30 days of the invoice date. If Zirca agrees to Client’s request to send an invoice to a third party on Client’s behalf, such third party will timely pay the invoice, and if such party does not pay the invoice, Client will immediately pay all such amounts. If Client enrols in a Payment Plan, Client will be bound by the Payment Method & Payment Plan Program Terms, below, which may be modified by Zirca from time to time. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and Zirca’s property. Any disputes about charges to Client account(s) must be submitted to Zirca in writing within 60 days of the date the Client incurred such charge, otherwise the Client waives such dispute and such charge will be final and not subject to challenge. If the Client fails to make any payment as set forth herein, the Client will pay all reasonable expenses (including attorneys’ fees) incurred by Zirca in collecting such charges. Charges and fees do not include any applicable (a) transactional taxes like goods and service tax, or any other tax similar in nature; (b) bank charges; and (c) government charges, which are payable by the Client and are in addition to any amounts due to Zirca hereunder. The Client may withhold necessary income tax, if applicable as per the tax laws and regulations of the Client’s country, and reduce the same from the amount due to Zirca under these Terms of use. The Client shall deposit the income tax so withheld, with the government within the time limit prescribed in the applicable tax laws. Zirca shall not be responsible for interest and penalty arising due to delay in deposit of withholding tax. The Client shall quote Zirca’s income tax registration mentioned on the invoices while filing withholding tax returns and also issue necessary certificate for taxes withheld as per the applicable tax laws. Accounts with no activity for more than 24 months will be closed by Zirca and will be assessed an account closing fee not to exceed the lesser of INR 25,000 or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), Zirca will attempt to refund any portion of such balance that may be owed to the Client.
    2. PAYMENT METHOD PROGRAM TERMS – If the Client participates in the Payment Method Program, the following Program Terms apply.

      a. BILLING AND PAYMENT METHOD. When the Client supplies Zirca with a method of payment such as a credit card, charge card, or bank account (“Payment Method”) in connection with the Performance of Service, the Client is said to participate in the “Payment Method Program” and the Client authorizes Zirca to bill its Payment Method pursuant to these Payment Method Program Terms for any and all charges and fees the Client incurs in connection with that Service, including recurring payments. The types of Payment Methods that Zirca accepts and the timing of the billing of the charges and fees may vary according to the Service; however, Zirca does not knowingly accept debit cards and the Client should not provide a debit card as a form of payment. The terms of Payment Method are determined by an agreement(s) between the Client and its financial institution.

      b. AUTHORIZATION. The Client agrees to keep its Payment Method information on file with Zirca, current (such as its address, card or account number, and expiration date, if any), and the Client also authorizes Zirca to update its Payment Method information with data Zirca obtains from the Client’s financial institution, the issuer of the Client’s credit card or charge card, or from MasterCard or Visa. The Client authorizes Zirca to retain the Client’s Payment Method information until such time as the Client explicitly revokes this authorization in accordance with procedures prescribed by Zirca. Any revocation by the Client of this authorization will become effective: (a) if the Client’s Payment Method is a credit or charge card, when all charges and fees associated with the Client’s use of the Service have been fully satisfied, as determined by Zirca; or (b) if the Client’s Payment Method is a bank account, after three (3) business days. The Client’s revocation of this authorization will have no effect on its liability for charges and fees that it have incurred in connection with its use of a Service prior to such revocation.

      c. PAYMENT METHODS. If the Client uses a Payment Plan, it authorizes Zirca to bill its Payment Method for all charges and fees in connection with the Service as specified by the Payment Plan the Client selects (“Payment Plan Program”). Unless and until the Client or Zirca discontinues the Client’s enrolment in a payment plan (“Payment Plan”), the Client’s preauthorization for billing its Payment Method is valid until the termination of the Terms of Use or the discontinuation of the Payment Plan by Zirca or the Client’s participation therein. Zirca will send a notification to the e-mail address associated with the Client’s account(s) after each preauthorized transaction to notify the Client that its account(s) has been replenished and its charges and fees have been paid. Such payments should appear on the periodic statement sent to the Client by the provider of its Payment Method. Zirca reserves the right to modify, suspend, or terminate the Client’s right to prepay, any Payment Plan, and/or the Client’s participation therein at any time. If Zirca modifies a Payment Plan, notification will be posted on the ContentdB Website, or the Client will be notified by e-mail. If the Client does not consent to such modified terms, it may elect to discontinue its enrolment in a Payment Plan at any time by providing written notice to Zirca before the effective date of such modified terms. The Client’s non-termination or continued use of a Service reaffirms that Zirca is authorized to bill the Client’s Payment Method automatically and constitutes the Client’s acceptance of the terms of any such modified terms. In connection with a Payment Plan, the Client agrees that if its charges equal or exceed its payment, then access to the Service may be automatically discontinued and the Client will incur a debit balance for the amount of any unpaid charges incurred under its account(s), including any amounts accrued prior to the time the Client’s access to the Service is actually terminated. Charges will be posted to the Client’s account and must be paid before it is allowed resumption of access to the Service.

      d. TYPES OF PAYMENT PLANS. “Monthly Payment Plan”: Under the Monthly Payment Plan, the Client preauthorizes Zirca to periodically bill the Client’s Payment Method on a recurring basis for the amount the Client specifies. The Client’s Payment Method will automatically be billed with the preauthorized amount whenever its account has fewer than approximately the prior three (3) days’ worth of charges remaining, as determined by Zirca. The preauthorized amount then will be credited to the Client’s account and, after any debit balance that the Client may have incurred for charges in excess of the amount the Client have preauthorized is first deducted, the balance will be available to pay for future charges and fees; thus, while the amount charged to the Client’s Payment Method will remain the same throughout the term of its participation in the Monthly Payment Plan, the amount actually available in the Client’s account to pay for future charges and fees will vary depending upon the charges and fees it have incurred.

      e. Taxation: The Client shall alone be responsible for the payment of all applicable taxes levied in any manner by any competent authority on all the payments made by either of them to Zirca and / or to the Publishers to avail of the Services provided by Zirca in terms hereof.

  4. CONFIDENTIALITY
    1. Subject to Clause 12 of these Terms of Use, Client shall not disclose any confidential or proprietary information of Zirca or information regarding the Services rendered by Zirca, including the terms of these Terms of Use, Insertion Order, login details of the Online Access, business and technological process and correspondence between the Parties regarding the provision of the Services to the Client, technical information or know-how concerning Zirca or any software or technology of Zirca and any financial performance of Zirca (“Confidential information”) to any person.
    2. The Confidentiality provisions do not apply to information which would otherwise be confidential if and to the extent the Client can demonstrate that:

      (a) disclosure is required by law or by any regulatory or governmental authority having applicable jurisdiction (provided that the Client shall first inform Zirca of its intention (in writing) to disclose such information and take into account the reasonable comments of Zirca in relation to the timing, form and content of such disclosure);

      (b) disclosure is of Confidential Information which was lawfully in the possession of the Client (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held;

      (c) disclosure is of Confidential Information, which is generated/developed independently by the Client without breach of these Confidentiality obligations;

      (d) disclosure is of Confidential Information which has previously become publicly available other than through Client’s fault; or

      (e) disclosure is required for the purpose of any arbitral or judicial proceedings arising out of the Terms of Use.

    3. Client agrees and undertakes that it shall only disclose Confidential Information to authorised persons, in relation to a party, its affiliates and the directors, officers, employees, agents, advisers, accountants and consultants and/or of its respective affiliates, if it is reasonably required, strictly on a ‘need to know’ basis, for purposes connected with these Terms of Use and only if such authorised persons are informed of the confidential nature of the Confidential Information.
    4. Client acknowledges and agrees that the restrictions contained in this Clause 4 shall continue even after the termination and/or expiry of the Terms of Use.
  5. OWNERSHIP OF SERVICES AND INTELLECTUAL PROPERTY RIGHTS
    1. Client acknowledges and agrees that the Services rendered by Zirca, which includes the Data are and shall always remain the property of Zirca and Zirca shall have the right to deal with the Data in any manner and for any purpose that it may decide in its sole discretion. Zirca owns all the intellectual property rights in the Services and ContentdB, along with all the technology, software, source and object codes, designs, data, information, skills, expertise, know how used to develop and maintain the Services and ContentdB.
    2. The rendering of the Services/purchase of the Services to/by the Client does not constitute a transfer of ownership of any intellectual property rights comprised in the Services to the Client in any manner whatsoever. The Client hereby accepts and agrees that all the rights, interests, title and all the intellectual property rights over the Services are merely licensed to the Client on a non-exclusive basis for the provision of the Dashboard and are not transferred or sold to the Client. The license granted to the Client does not entitle the Client to (a) any rights, interests and title and all the intellectual property rights over the Services, whether express or implied; or (b) ownership rights over the Services.
    3. All components on ContentdB, including graphics, text, icons, interfaces, audio clips, logos, images, reviews, comments, and software is the property of Zirca and/or its content suppliers and is protected by applicable laws. Any use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on ContentdB can only be made with the express written permission of Zirca. All other trademarks, brands and copyrights other than those belonging to Zirca, belong to their respective owners and are their property. The Client shall not modify the paper or digital copies of any materials which have been printed off or downloaded in any way on or from ContentdB, and the Client\ must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    4. The Client further accepts and agrees that:

      (a) No extracts of ContentdB and/or the Terms of Use, or part thereof shall be displayed, printed, copied, re-published, translated, transmitted or distributed by the Client without obtaining prior consent of Zirca.

      (b) The use of ContentdB does not confer on the Client\ or any other party, any license or other rights under the intellectual property or other proprietary rights of Zirca, the Publishers, and/or any other third-party, whether implied or otherwise.

      (c) The Client must not use any part of the content of ContentdB for commercial or other purposes.

      (d) Zirca shall not be held liable for any claims relating to infringement of any intellectual property rights, or for any violation of law in relation the Campaign.

  6. REPRESENTATIONS AND WARRANTIES
    1. Each Party represents and warrants that:

      (a) It is duly organised and validly existing under the laws of its jurisdiction and has full corporate power and is in compliance with all the applicable laws of its jurisdiction including but not limited to the laws regarding anti-corruption or anti-bribery, and authority to enter into the Terms of Use and to perform its obligations hereunder.

      (b) The execution of the Insertion Order has been duly authorised by all necessary corporate actions of the respective Parties and has been validly executed by a duly authorised representative of the Client. These Terms of Use constitutes a legal, valid and binding obligation on both the Parties and enforceable against it, in accordance with its terms.

      (c) No action has been taken against the Client by any third party that affects its ability to perform its obligations under the Terms of Use.

      (d) No bankruptcy or insolvency order has been made in the name of the Client. No liquidator, provisional liquidator, receiver or administrative receiver has been appointed for the Client and no proceedings have been filed against the Client under which such a person might be appointed.

    2. Client further represents and warrants that:

      (a) The use of ContentdB and the Services sought by the Client are for lawful purposes only.

      (b) The Client has all necessary rights, licenses, and clearances to enter into the Terms of Use and the Insertion Order, to grant the rights granted herein, and to use the Campaign Details as specified herein, in compliance with all the applicable laws and regulations, including but not limited to the intellectual property rights compliance.

      (c) The information provided by the Client as part of the Campaign Details is valid, true, correct, accurate, not misleading, offensive, derogatory and not in violation of any inter alia third-party agreements, laws, charter documents, judgments, orders and decrees.

      (d) The representative of the Client is duly authorised by the business entity to accept these Terms of Use and has the authority to bind that business entity to the Terms of Use.

      (e) The Content displayed by the Client as part of the Campaign conforms to applicable law and does not violate or infringe any rights, or any intellectual property rights of any third party, nor is the Content harmful, abusive, incites racial or communal violence or hatred, racist, obscene, or in any manner against any applicable law, rule and / or regulation.

      (f) The Client shall not access or use or assist any other person to access or use ContentdB or the Services provided by Zirca for the following purposes:

      (i) any unauthorised use, including but not limited to any usage of the information / data provided on the Dashboard and on ContentdB, which is not in conformity with the rights granted with respect to the same, may violate third-party intellectual property rights as well as the laws of privacy.

      (ii) transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.

      (iii) breaching any applicable laws.

      (iv) using or attempting to use any engine, software, tool, agent or other device or mechanism (including but not limited to browsers, spiders, robots, avatars or intelligent agents) to manipulate ContentdB or reverse engineer it by copying, modifying, decompiling or disassembling.

      (v) gaining or attempting to gain unauthorised access to any part or feature of ContentdB or any other systems or networks connected to ContentdB or to any server, computer, network, by hacking or any other illegitimate means.

      (vi) Any act or omission that shall constitute an offence or abetment of an offence under applicable law, including but not limited to the Information Technology Act 2000, or the Indian Penal Code 1860.

    3. Zirca further represents and warrants that it has all the necessary rights and powers to provide the Services and to grant the Dashboard to the Client. THE ABOVE-MENTIONED REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY ZIRCA. ZIRCA EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR, AS TO ANY DATA SEGMENTS PROVIDED, ACCURACY, COMPLETENESS, OR CORRECTNESS.
  7. INDEMNITY
    1. Client acknowledges and agrees to defend, save, indemnify and hold harmless Zirca, and its affiliates, employees, directors, officers, consultants, agents and successors-in-interest and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon the use of the Services by the Client, which may result (a) in any loss or liability to Zirca or any third-party, including but not limited to breach or alleged breach of any warranties, representations or undertakings herein furnished by the Client; or (b) in relation to any information or Campaign Details or the Content provided by the Client to Zirca or while transacting on ContentdB; or (c) in relation to the non-fulfilment of any of its’ obligations under these Terms of Use; or (d) arising out of the violation of any applicable laws, regulations, including but not limited to the Content or the Campaign infringing any intellectual property rights of any third party; or (e) in relation to the fraudulent use of the Services or the Dashboard provided by Zirca; or (f) if Zirca suffers any loss as a result of any breach by the Client of any of the terms of use or privacy policy of the Content Delivery Networks and / or any of the Publisher Websites. The Client warrants that it shall be solely liable for the payment of its own taxes (payable under applicable laws) and indemnifies and keeps indemnified Zirca against all liability for payment of its taxes, assessments, duties, costs, fees, penalties and all liability arising in respect of any non-payment or otherwise howsoever.
  8. DISCLAIMERS
    1. CLIENT ACKNOWLEDGES AND AGREES THAT CONTENTDB MAY BE UNDER CONSTANT UPGRADES, AND SOME FUNCTIONS AND FEATURES MAY NOT BE FULLY OPERATIONAL.
    2. DUE TO THE LIMITATIONS INHERENT IN PROVIDING INFORMATION OBTAINED FROM MULTIPLE SOURCES, THERE MAY BE DELAYS, OMISSIONS, OR INACCURACIES IN THE INFORMATION PROVIDED ON THE DASHBOARD, INCLUDING THE DATA OR DELAY OR ERRORS IN FUNCTIONALITY OF CONTENTDB. AS A RESULT, ZIRCA DOES NOT REPRESENT THAT THE INFORMATION POSTED/PROVIDED ON THE DASHBOARD OR THE CONTENTDB IS CORRECT AND ACCURATE IN EVERY CASE.
    3. ZIRCA DOES NOT GUARANTEE THE ACCURACY, CORRECTNESS AND/OR RELEVANCY OF THE INFORMATION PROVIDED ON CONTENTDB AND THE SERVICES. SUCH INFORMATION MAY NOT BE EXHAUSTIVE OR COMPREHENSIVE.
    4. CLIENT ACKNOWLEDGES AND AGREES THAT CONTENTDB IS A WEB-BASED SOLUTION AND ZIRCA CANNOT BE HELD LIABLE OR RESPONSIBLE FOR THE INABILITY OF THE CLIENT TO ACCESS CONTENTDB FOR ANY REASONS NOT ATTRIBUTABLE TO ZIRCA. CLIENT ALSO ACKNOWLEDGES AND AGREES THAT THE UPTIME OF CONTENTDB DEPENDS ON MULTIPLE FACTORS AND MULTIPLE INTERNET ACCESS SERVICE PROVIDERS AND THAT THE MOST OF THESE FACTORS IMPACTING THE UPTIME OF CONTENTDB WHICH ARE BEYOND THE REASONABLE CONTROL OF ZIRCA.
    5. THE INFORMATION PROVIDED ON THE DASHBOARD AS PART OF THE SERVICES IS ON “AS IS” AND “AS AVAILABLE” BASIS. ZIRCA AND/OR ITS EMPLOYEES MAKES NO WARRANTY OR REPRESENTATION REGARDING THE TIMELINESS, CONTENT, SEQUENCE, ACCURACY, EFFECTIVENESS OR COMPLETENESS OF ANY INFORMATION OR DATA FURNISHED ON THE DASHBOARD.
  9. LIMITATION OF LIABILITY
    1. ZIRCA SHALL NOT BE LIABLE TO THE CLIENT OR ANYONE ELSE FOR ANY LOSSES, CONSEQUENTIAL DAMAGE OR INJURY ARISING OUT OF OR RELATING TO THE INFORMATION PROVIDED ON THE DASHBOARD AND / OR CONTENTDB. IN NO EVENT SHALL ZIRCA OR ITS LICENSORS/SUB-CONTRACTORS OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUB-CONTACTORS OR AFFILIATES (“REPRESENTATIVES”) BE LIABLE TO THE CLIENT OR ANY THIRD-PARTY FOR ANY DECISION MADE OR ACTION TAKEN BY RELIANCE ON THE INFORMATION OR THE DATA CONTAINED ON THE DASHBOARD.
    2. IN NO EVENT SHALL ZIRCA OR ITS REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF REPUTATION, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE TERMS OF USE, CONTENTDB, SERVICES OR THE DASHBOARD INFORMATION OR THE USE OF OR INABILITY TO USE ANY PRODUCT OR SERVICE OR INFORMATION ON THE DASHBOARD, CONTENTDB, OR THE CONTENT PROVIDED BY THE CLIENT EVEN IF ZIRCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ZIRCA’S TOTAL LIABILITY TO THE CLIENT OR TO ANY THIRD PARTY UNDER THESE TERMS OF USE INCLUDING THE INSERTION ORDER, FROM ALL CAUSES OF ACTION SHALL NOT EXCEED INR ONE THOUSAND ONLY.
  10. SUSPENSION AND TERMINATION
    1. These Terms of Use shall remain effective until terminated by either Zirca or the Client in accordance with the manner set forth in these Terms of Use.
    2. Either Party has the right to terminate the Terms of Use at any time by discontinuing the use of ContentdB. In addition to this and Clause 2.4, Zirca also has the right to terminate the Services or restrict or suspend or terminate the access of the Client of ContentdB or the provision of Services and the Dashboard to the Client at any time if (a) the Client is not in compliance with these Terms of Use or the Insertion Order; (b) there are reasonable grounds to believe that the Client has breached the provisions of these Terms of Use or the Insertion Order; (c) the Client is attempting or has attempted to access or use the Service in an unauthorised manner, including but not limited to infringement of intellectual property rights of Zirca or any third-party, claims of libel, defamation, violation of rights of privacy or publicity, delay, misrepresentation or misinformation; (d) it is for legal purposes or requirements or to comply with applicable laws/order of any law enforcement authorities or governmental authorities; (e) the contractual relationship between Zirca and the Client is not commercially viable, in the opinion of Zirca; (f) the Campaign Details, specifically the URLs of the Client, are not in compliance with applicable law and regulations.
    3. This Clause 10, Clause 6 (Representations and Warranties), Clause 4 (Confidentiality), Clause 5 (Ownership of Services and Intellectual Property Rights), Clause 7 (Indemnity), Clause 8 (Disclaimers), Clause 9 (Limitation of Liability) and Clause 12 (Governing Law and Jurisdiction) shall survive the termination and/or expiry of the Terms of Use.
  11. FORCE MAJEURE
    1. Notwithstanding anything contained in these Terms of Use or elsewhere, Zirca shall not be held responsible for any of the obligations under the Terms of Use due to reasons beyond the control of Zirca which are attributable to a Force Majeure Event. A "Force Majeure Event" shall mean any event that is beyond the reasonable control of Zirca and shall include without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, technical snags, unauthorised access to computer data and storage device, technical snags and breach of security and encryption.
  12. GOVERNING LAW AND JURISDICTION
    1. These Terms of Use and the Insertion Order shall be governed, construed and interpreted in accordance with the applicable laws of India and the courts at Mumbai shall have the sole and exclusive jurisdiction to entertain any disputes that may arise hereunder
  13. RELATIONSHIP BETWEEN ZIRCA AND THE CLIENT
    1. These Terms of Use or the Insertion Order does not create a relationship of employment, agency or partnership between Zirca and the Client. Zirca nor the Client has any authority to act for or to bind the other Party. The Client accepts and agrees that there is no exclusive relationship between Zirca and the Client and that Zirca is entitled to enter into similar relationships/arrangement with other persons/entities.
  14. ASSIGNMENT
    1. Client acknowledges and agrees that the rights/obligations under the Terms of Use to access and use the Services and ContentdB or any other right/obligation under these Terms of Use are non-assignable and non-transferable to any third-party and any such assignment or transfer or purported assignment or transfer shall be unlawful.
    2. Zirca reserves the right to freely assign and transfer its rights/obligations under the Terms of Use and any other related right/obligation to any third-party without seeking any prior consent of the Client.
  15. ENTIRE AGREEMENT
    1. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, including but not limited to the disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
    2. Unless otherwise specified herein, these Terms of Use, including the Insertion Order and the Privacy Policy constitute the entire agreement between Zirca and the Client in respect of the purchase of the Services and supersedes any and all prior or agreements or understandings, written or oral, relating to its subject matter between the Parties.
  16. AMENDMENTS TO THE TERMS OF USE AND SERVICES
    1. THE TERMS OF USE ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. ZIRCA RESERVES THE RIGHT TO UPDATE, MODIFY AND AMEND ANY OF THESE TERMS FROM TIME TO TIME TO REFLECT CHANGES IN THE LAW, THE FEATURES OF THE SERVICES, ADVANCES IN TECHNOLOGY. CLIENT’S USE OF THE SERVICES OR CONTENTDB SHALL BE DEEMED ACCEPTANCE TO THE MODIFICATIONS MADE BY ZIRCA TO THESE TERMS OF USE.
    2. Zirca reserves the right to modify ContentdB or the Services that are rendered or to discontinue to render of the Services or to discontinue the operations of ContentdB. Zirca shall take reasonable methods to inform the Client, of such modifications and amendments. The Client accepts and agrees that Zirca is not liable to the Client or any third-party for such modifications to ContentdB and its Services and discontinuation of ContentdB and its Services.
  17. WAIVER
    1. The failure or delay of the Party at any time to require performance of any obligation under these Terms of Use is not a waiver of that Party’s right: (a) to claim damages for breach of that obligation; and (b) at any other time to require performance of that or any other obligation under these Terms of Use, unless written notice to that effect is given by the Party purporting to make such waiver. Any such waiver shall be limited to the specific breach waived. Any waiver or acquiescence by any Party of any breach of any of the provisions of the Terms of Use shall not be construed as a waiver or acquiescence of any right under or arising out of these Terms of Use, or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in these Terms of Use. The failure of Zirca to act with respect to a breach by the Client or others does not waive the right of Zirca to act with respect to subsequent or similar breaches.
  18. NOTICES
    1. Any notice in connection with these Terms of Use shall be in writing in English and delivered by hand, e-mail transmission, fax, registered post or courier using an internationally recognised courier company to the address or fax number (and marked for the attention of the person) specified below in relation to each Party.