These Terms of Use constitute a legal agreement between you and Proago Ventures Pvt Ltd. “We” or “Us”). It governs your use of www.proago.in (“Website”) or any part thereof, including Proago Ventures Pvt Ltd’s software, services and related websites (collectively referred to as “Services”). Your access and use of the Services are subject to these Terms of Use, the Privacy Policy and the End User License Agreement (if any) applicable to your device. These Terms of Use are in addition to any other agreements between you and Proago Ventures Pvt Ltd. By using the Services, you acknowledge that you have read and understood these Terms of Use and you agree to be bound by them at all times. If you do not agree to these Terms of Use, kindly do not use the Services.

For the purpose of these Terms of Use, wherever the context so requires ‘You’ or ‘Your’ or ‘User’ shall mean any natural or legal person who uses or registers on the Website or avails of any of the Services.

Modifications

Proago Ventures Pvt Ltd reserves the right to modify any of these Terms of Use at any time and in any manner whatsoever, at its sole discretion, including but not limited to the right to charge for the Services (or any part thereof). All modifications to these Terms of Use shall be posted on the Website and shall be effective from the date of posting such notice. You agree that Proago Ventures Pvt Ltd shall not be liable to You or to any third party for any modification to these Terms of Use. You have the right to cease using any or all of the Services at any given time at Your discretion.

Registration

By using the Services, You agree that You are competent to contract and are at least 18 years of age. However, if You are below the age of 18 years, you may avail the Services under the supervision of a parent or a legal guardian.

You agree that You shall provide true, accurate, current and complete information about yourself at the time of registration for any of the Services or at anytime so required thereafter (“Registration Data”).

Usage Guidelines and Restrictions

You agree that the Services are for Your personal use and You shall not host display, upload, modify, publish, transmit, update or share any information which:

•  belongs to another person and to which You have no right or contains any video, photographs, or images of any third-party person or group of persons without their consent (including minors represented by their parents / guardians);
• is misleading, abusive, harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, obscene, invasive of another’s privacy, defamatory, hateful, racially, ethnically objectionable, sexually explicit, bigotry, disparaging, relating or encouraging money laundering or gambling, or unlawfully threatening, unlawfully harassing or otherwise unlawful in any manner whatsoever;
• involves the transmission of ‘junk mail’, ‘chain letters’, or unsolicited mass mailing or ‘spamming’;
• infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets, invasion of rights of privacy including but not limited to unauthorized disclosure of a person’s name, email address, physical address or phone number;
• promotes an illegal or unauthorized copy of another person’s copyrighted work such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
•  contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
•  tries to gain unauthorized access or exceeds the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Website or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
• engages in commercial activities and/or sales without prior written consent of Bread of Life such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of ‘virtual’ items related to the Website;
• interferes with another User’s use and enjoyment of the Services;
• harms minors in any way;
• deceives or misleads the addressee/ Users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
• impersonates another person or group of persons;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information; providing or creating computer viruses
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation.
• is false, inaccurate or misleading and which may create any such liability for Assurance or cause Proago Ventures Pvt Ltd to lose (in whole or in part) the services of its internet service providers (IPS) or other suppliers;

You further agree that You shall not use any “page-scraper”, “robot”, “spider” or other automatic device, program, algorithm, hacking tool or methodology, or any similar or equivalent manual process or technology for the purpose of hacking, accessing, acquiring, copying, mining or monitoring any portion of the Website or any Content, or reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. Proago Ventures Pvt Ltd reserve the right to bar any such activity.  

You shall not probe, scan or test the vulnerability of the Services or any network connected to the Website nor breach the security or authentication measures on the Website, or any network connected to the Website. You shall not reverse look-up, trace or seek to trace any information of any other User, including but not limited to any account on the  Website not owned by You, to its source, or exploit any or all of the Services or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification.

You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about  Proago Ventures Pvt Ltd or its brand name or domain name, or otherwise engage in any conduct or action that might tarnish the image or reputation, of  Proago or its members or otherwise tarnish or dilute any of Proago’s trade or service marks, trade name and/or goodwill.  

You agree that You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or CRM systems or networks, or any systems or networks connected to Proago Ventures Pvt Ltd

  You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.   You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send Proago Ventures Pvt Ltd, on or through any of the Services offered on or through the Website.  

You shall not use the Services or any content therein for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Proago Ventures Pvt Ltd or any other person.

  You shall not engage in any transaction, which is prohibited by the provisions of any applicable law of India or Your respective domestic laws, including prevailing exchange control laws or regulations and / or international law.

Content  

The Services may allow You and other third parties to post data, messages, comments, photographs, drawings, opinions, videos, audio files, e-mails, notes and other materials and information that may be accessible by You or other Users (“Private Content”); (the Private Content along with any Registration Data shall collectively be referred to as “User Content”). You agree that You shall be personally responsible for all User Content transmitted through any or all of the Services. You shall ensure that all User Content posted by You shall be in accordance with Proago Ventures Pvt Ltd’s Privacy Policy and these Terms of Use.

  Proago Ventures Pvt Ltd  may at its sole discretion review and delete any User Content, in whole or in part that Proago may perceive to be offensive, illegal or violating any third-party rights and / or otherwise breaches these Terms of Use.  

You hereby grant Proago Ventures Pvt Ltd complete access to Your User Content including but not limited to a royalty free, worldwide, transferable license to use Your User Content for the purposes of rendering the Services or rendering you access to the Services (or to any part thereto).

Termination

These Terms of Use shall remain in full force and effect unless terminated in accordance with this section. You may choose to terminate Your account for any reason, at any given time.

You agree that Proago Ventures Pvt Ltd may at any given time, at its sole discretion terminate Your, use of the Services and/or access to the Website (or any part thereof) due to lack of use of the Services, improper use of the Services, violation of any law in force or these Terms of Use or failure to pay any fees, where applicable.

You agree that under no circumstances shall Proago Ventures Pvt Ltd be liable to You or any third party for any modification or termination of Your access to the Services, or for Your inability to recover any User Content.

Limited liability

Proago Ventures Pvt Ltd, its affiliates, suppliers, and their respective members, trustees, employees, and agents shall not be held liable for any indirect, speculative, consequential, exemplary, incidental, special or punitive damages, which may include but not be limited to loss or theft of data, failure in the Services, business interruptions, and loss of profits, revenues or data or any other financial loss, regardless of whether such persons had advance notice of the possibility of any such damages. To the extent permitted by law, Proago, its suppliers, members, trustees, employees, and agent’s liability shall not exceed the amount paid by the User for the purpose of availing the Services.

Each of these provisions are severable and independent of all other provisions of these Terms of Use. Notwithstanding the above, Proago Ventures Pvt Ltd shall not be liable for any unforeseeable and/or unreasonable damages.

Proago Ventures Pvt Ltd shall not be liable for any third-party content, actions, services; or links to third-party websites on the Website, which are not under the control of Proago. You are advised to exercise discretion while relying on the same.

Indemnity

You agree to defend, indemnify and hold harmless Proago Ventures Pvt Ltd, its members, trustees, employees, and agents from and against any and all cost, damages, liabilities and expenses (including reasonable attorney fees, costs, penalties interest and disbursements) they may incur in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to Your use of the Services  or the use of the Services by any person using Your account, including any claim that Your use of the Services violates any applicable law or regulation,  rights of any third party or these Terms of Use.

Representations and Warranties

The Services and content thereto made available to You through the Website or otherwise are provided to You on an ‘as is’ basis, without representations or warranties of any kind. Proago Ventures Pvt Ltd disclaims all representations and warranties whether expressed or implied, oral or written with respect to the Services or content thereto, whether alleged to arise by operation of law, by reason of custom, usage or otherwise.

Proago Ventures Pvt Ltd further makes no representation or warranty with respect to the quality, value, scalability, functionality, accuracy, authenticity, title and non-infringement of the content or Services offered on the Website or otherwise.

Intellectual Property

You shall own all right, title and interest including all intellectual property rights to Your User Content. Proago Ventures Pvt Ltd shall not be responsible for any infringement of any third-party intellectual property rights in the User Content posted by You on the Website/App, in Your private messages or otherwise.

Your access to the Services is governed and limited by your acceptance of these Terms of Use and Proago Ventures Pvt Ltd shall retain all rights, title and interest in and to the Services and all intellectual property thereto including but not limited to various tangible and intangible information including, various data, trademarks, trade names, trade secrets, registered or unregistered trademarks, logos, patents, copyrights, designs, or any other documents.

Governing Law and Arbitration

These Terms of Use shall be governed and construed in accordance with the laws of India. All disputes, claims, suits and actions arising out of this Agreement or its validity shall be finally decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall comprise of a sole arbitrator mutually appointed by the parties to the dispute. The venue for arbitration shall be at Bengaluru City, India. The arbitration proceedings shall be conducted in English. Any award made in such arbitration shall be final and binding on the parties to the dispute.

Subject to the above, the competent courts at Bengaluru City, India alone shall have the jurisdiction over issues arising out of this Agreement.

Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.