1. LICENSED RIGHTS:

   Subject to the terms of this Agreement, MouthShut.com hereby grants Member a limited, non-exclusive, non-transferable, revocable license to use and access the Services only for the period of time, the type of package feature and benefits as stated in the MouthShut.com Sales Order Form executed by Member.
   
   MouthShut.com may from time to time and at its sole discretion provide additional materials to complement the Services, including, but not limited to review summary, review analysis, index, and educational material, either inside the platform or via email or on phone ("Materials"). MouthShut.com hereby grants Member a limited license to use the Materials solely for Member's own authorized internal business purposes.
   
   Member agrees to use the Services solely in accordance with the terms and purposes expressly authorized in this Agreement.

2. MEMBER'S OBLIGATIONS:

   Member shall be responsible to perform, at a minimum, the following functions:
1. Create Member ID and choose password and employ reasonable safeguards to preserve confidentiality of usernames and passwords, the failure of which may result in termination of the Services.. b) Update and complete the required fields under Account option c) Update the profile including contact information. d) Write posts, reply to customer reviews & interact with customers through M2M and brand pulse platform.e) Settle all payments due as per the payment schedule in Sales Order Form

3. MOUTHSHUT OBLIGATIONS:

1. To activateatleast 1 Member ID on the MouthShut.com web site under Member's account valid for a period of time specified in Sales Order Form b) Endeavour to maintain MouthShut.com in a fully operating condition and error free, except for unavailability and errors which may result from insufficient or inadequate customer bandwidth or technology, general Internet brown-outs, black-outs and slowdowns, bring downs in the ordinary course that are necessary to maintain, update or refresh MouthShut.com or any other MouthShut.com site, any "hacking" or "denial of service" activity by a third party and any other reason beyond MouthShut.com India Pvt.Ltd's reasonable control. c) During the period of the subscription, the Member shall be entitled to all new feature additions for the Brand Pulse Service at no extra cost. The current features are listed in Annexures to Sales Order Form.

4. PRIVACY, USER NAMES AND PASSWORDS:

   MouthShut.com is committed to its policy of protecting the privacy and confidential information of its Members. Any information provided by aMember to MouthShut.com relating to the Service shall only be used as described in the MouthShut.com Privacy Policy, which can be viewed at https://www.mouthshut.com/help/privacy.php Members shall remain solely responsible for all Service activity associated with Member's usernames and passwords. If a breach of security regarding user names or passwords occurs, Member shall inform MouthShut.com immediately.

5. PROHIBITED USES:

   Member shall not, and shall not permit any employee or other third-party under its direction, to do any of the following prohibited acts, which may result in the immediate termination of Services and other remedies: a. copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Service in order to ascertain the source code for the Service; b. transmit pornographic, obscene, threatening, defamatory, harassing, hate-oriented, defamatory, racist, illegal, or otherwise objectionable material using the Service; c. hide the identity of any sender of electronic communications; d. interfere with, disrupt or manipulate the Service, its networks or servers; e. successfully gain or attempt to gain unlawful or unauthorized access to the Service or accounts, systems and networks connected to the Service by password mining or other unauthorized means; f. engage in any activity that violates any law, including, local, state national or International or any third party right, including infringing any intellectual property right of another, privacy right or publicity right; send, or promote or condone the sending of unsolicited communication to individuals not affiliated with the Member; g. upload, download, or distribute files that contain viruses, do not meet the specifications of file type indicated by MouthShut.com, corrupted files or software. Any third party software embedded in MouthShut.com's website may be used only in conjunction with the Service and may not be used separately; or h. if responding to reviews, Member will not publicly disclose identity of the author of the original review if requested by the original review author or reveal any information that the original author of the review or comment has chosen not to reveal. If such information becomes available accidentally or through actions of Member, Member shall notify MouthShut.com immediately and refrain from revealing the identify of any. Additionally, the Services offer technical support by MouthShut.com staff to assist Members in the use of the Services. Although not expressly limited, Member understands and agrees that access to technical support professionals by phone and email is limited to a reasonable use of these resources. As such, any use of technical support that is excessive or unreasonable in light of prevailing industry standards may require the approval of MouthShut.com. Such approval shall not be withheld unless Member's excessive and unreasonable use creates extraordinary costs to MouthShut.com. Upon approval, the parties may agree to accommodate Member's use by passing the additional costs to Member. However, if an accommodation cannot be agreed upon, MouthShut.com may resort to termination as described in this Agreement. If Member posts any content that is in violation of these Terms or the law, MouthShut.com reserves the right to remove such content without notice.

6. PROPRIETARY RIGHTS:

   MouthShut.com owns all right, title, and interest in and to the Services, Materials,andMouthShut.com's registered and unregistered, domestic and foreign, trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services, including any and all surveys created by MouthShut.com prior to consulting with Member ("Intellectual Property"). Member shall only use its limited grant of rights to MouthShut.com's Intellectual Property for the purposes as stated in Section 1 above. MouthShut.com may from time to time make modifications to the Services in the form of software upgrades and software releases based on a variety of factors including Member's feedback. Because MouthShut.com must use substantial resources to make and support such changes, and because such changes are derived from MouthShut.com's existing Intellectual Property, MouthShut.com owns all right, title, and interest in and to such changes.
   
   Member owns all right, title and interest in its own intellectual property including its trademarks, survey responses, and its own survey questions, provided they are not derived from MouthShut.com's Intellectual Property. Member grants MouthShut.com a license to display Member's name, registered and unregistered trademarks, and other identifying information in MouthShut.com marketing materials, including on the MouthShut.com website. Member shall not remove any copyright notice attached to MouthShut.com Intellectual Property, including those appearing on all templates.

7. PAYMENT OBLIGATIONS:

   Member shall pay the fees according to the payment terms in the MouthShut.com Sales Order Form executed by Member. All orders are non-cancellable and non-refundable. MouthShut.com may assess a late fee of 1.5% per month on any balance that remains unpaid after the invoice due date. Failure to pay any invoice within 60 days of the invoice date is a material breach of this Agreement that entitles MouthShut.com to stop the Services and demand payment in full for all outstanding amounts, including payments owed through the subscription period and accrued late fees. Member shall be responsible for paying all applicable sales, service, and other taxes.

8. UPGRADING OF SERVICES:

   MouthShut.com may from time to time improve the functionality of the Service and retire old features. MouthShut.com reserves the right to decide whether retired feature will be available.

9. WARRANTY AND DISCLAIMER:

   All Materials provided by MouthShut.com to Member either directly or through the survey bank are provided "AS IS." MouthShut.com makes no representations or warranties of any kind concerning their use. Member's use of these is at its own risk.
   MouthShut.com represents and warrants that the Services shall be provided in a workmanlike manner that conforms to the relevant, prevailing industry standards.
   Except for the warranty above, MouthShut.com provides the services as is and expressly disclaims all other warranties, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and quiet enjoyment. Member understands that MouthShut.com is dependent on certain third-parties and on matters outside its control for delivering the services. MouthShut.com expressly disclaims that services will be uninterrupted, timely, secure, virus-free, error-free, accurate or reliable. Any material or data obtained or downloaded through the services, including survey responses and sample surveys, is done at Member's own risk and Member shall remain solely responsible for any damage caused by such material, including any loss of data or damage to Member's computer systems. MouthShut.com shall not be responsible for Member's failure to store, download, or backup its data.
   Member acknowledges that MouthShut.com provides a platform from which Member may communicate with their customers and general Internet audience. MouthShut.com does not control, edit, or endorse Member's or any individual's written review or comment or blog or any communications and responses. Member shall remain solely responsible to evaluate the accuracy, reliability, completeness and usefulness of any communications written or otherwise. MouthShut.com shall not be responsible for any errors or omissions in any content or for any loss or damage incurred as a result of content transmitted through the service.
   Member represents and warrants that it shall not breach the obligations under this agreement.

10. LIMITATION OF LIABILITY:

    MouthShut.com's liability for damages under this agreement are limited to direct monetary damages, and the amount of such damages shall not exceed the aggregate fees paid by Member within the past year of service up to a maximum of Indian Rupees 100,000. In no event will MouthShut.com be liable for providing substitute services or any indirect, consequential, incidental, or special damages, including but not limited to damages resulting from lost profits, lost revenue, lost data, or inability to use the services, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose. Client acknowledges that MouthShut.com has set its prices and entered into this agreement in reliance on the disclaimers of warranties and limitation of liability and the same form an essential basis for the bargain between the parties.

11. INDEMNITY:

    Member agrees to indemnify, hold harmless, and defend or settle at its own expense MouthShut.com and its directors, officers, employees, and agents against claims for property damage, loss of Data, loss of revenue or profits, death, illness, injury, improper business practices arising out of Member's use of the Services, reliance on the Services and any survey reports, or unauthorized access by persons using Member's = credentials due to Member's negligence. However, Member's duty to indemnify MouthShut.com shall not apply to any claims or disputes resulting from MouthShut.com's willful misconduct. As a condition to Member's defense and indemnification of MouthShut.com, MouthShut.com shall give Member: (1) prompt written notice of any action, claim or threat of infringement suit, or other suit within 30 days of its receipt; (2) the opportunity to take over, settle or defend such action, claim or suit at Member's sole expense; and (3) assistance in the defense of any such action at the expense of Member. If any Service becomes, or in MouthShut.com's opinion is likely to become, subject of such a claim of infringement, MouthShut.com must either provide Member the right to continue to use that Service, or replace or modify the Service so it is no longer infringing. If neither of the
    
    foregoing is commercially and reasonably available to MouthShut.com, Member shall return all Materials relating to the Services to MouthShut.com, or the Service may be deactivated by MouthShut.com, and MouthShut.com must then refund Member a pro-rated amount of the fees paid for the infringing Service based on the remaining contracted period. MouthShut.com shall have no obligation or liability hereunder for any claim resulting from: (a) modification of the Services by any party other than MouthShut.com, (b) modification of the Services by MouthShut.com in accordance with Member's designs, specifications, or instructions; (c) use other than as granted in this Agreement; (d) use of a superseded version of the Services if the infringement claim could have been avoided by using a current version available to Member.
    This section states the parties' sole and exclusive remedies and liability for any intellectual property rights infringement or misappropriation claims or damages.

12. CONFIDENTIAL INFORMATION:

    The parties understand the provision of Services may require the use and disclosure of certain confidential information. The parties shall hold in confidence and not use or disclose to any third party, or use for any purpose other than as expressly authorized in this Agreement, the terms and pricing of Services under this Agreement, any software or documentation related to the Services, MouthShut.com sample questions and templates, trade secrets, technical know-how, inventions, Materials, product development plans, pricing, marketing plans, client lists, distribution lists and all survey responses from surveys, the know-how, proprietary, or other confidential information received from the other party (collectively, "Confidential Information"). Information which is communicated orally shall be considered Confidential Information if confirmed in writing as being confidential within a reasonable time after the initial disclosure. However, MouthShut.com may share Member Confidential Information with agents acting on its behalf in order to provide Services under this Agreement, provided agent has executed a confidentiality agreement protecting Member's Confidential Information with at least the protections outlined in this Agreement. If any party is required by law to disclose Confidential Information of the other party, the disclosing party must provide the other party with reasonable notice of its intent to comply with the disclosure request and take reasonable steps to minimize extraneous disclosure.
    
    Confidential Information does not include information that: (a) is known to the receiving Party prior to any disclosure and can be so proven by written records; (b) is received at any time by the receiving party in good faith from a third party lawfully in possession of it and having the right to disclose the same, and can be so proven by written records; (c) is as of the date of receipt by the receiving Party in the public domain or subsequently enters the public domain other than by reason of acts or omissions of the employees or agents of the receiving Party which acts or omissions have not been consented to by the other Party, and can be so proven by written records; (d) becomes publicly available through no fault of the receiving Party; (e) or is independently developed by or on behalf of the receiving Party without resort to the other Party's Confidential Information as can be shown by reasonable documentary evidence.

13. TERMINATION:

    This Agreement shall become effective on the Start Date and terminate on the End Date specified in the MouthShut.com Sales Order Form executed by Member, subject to automatic renewal terms as agreed upon by the parties. At the expiration of the term, this Agreement will automatically renew annually for 1 year intervals at MouthShut.com's then current rates, unless Member provides written notice to MouthShut.com of its intent to terminate at least 60 days before the expiration of the Initial Term or any renewal. Upon termination of this Agreement or the rights licensed herein, Member shall cease using the Services and related materials immediately. Upon termination, MouthShut.com shall not have any obligation to make available or provide access to the Services. Accordingly, Member should download all information desired prior to the Contract End Date.
    MouthShut.com may immediately terminate this Agreement in response to any breach or any action that in MouthShut.com's discretion constitutes a violation of this Agreement or any other abuse of the Services. MouthShut.com may terminate this Agreement for any reason by providing 30 days written notice. If MouthShut.com terminates this Agreement for any reason not constituting a breach of this Agreement by Member, MouthShut.com must refund to Member unused charges on a pro-rata basis. Member shall remain responsible for all charges due through the Contract End Date if termination is for any other reason. Paragraphs 5 through 12 shall survive termination of this Agreement.

14. GENERAL PROVISIONS:

    This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its own or other conflict of law principles. The parties shall use good faith and all reasonable efforts to resolve disputes arising from or relating to this Agreement by negotiating with each other first. Any unresolved disputes be referred to a Sole Arbitrator nominated by MouthShut.com, the award passed by the Arbitrator shall be final and binding on the parties hereto. The venue of Arbitration shall be Mumbai, India. All and any disputes shall be subject to the jurisdiction of the Courts at Mumbai, India.
    
    This Agreement represents the entire final Agreement between the parties and supersedes all prior Agreements relating to the use of the Services, whether written or oral, unless otherwise expressly permitted in this Agreement.
    
    The failure by MouthShut.com to enforce any right or provision of the Agreement shall not constitute a waiver of that provision or any other provision of the Agreement.
    
    The parties understand that there may be an occurrence of an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance. These occurrences and events include, but are not limited to: acts of God; acts of war; acts of public enemies; strikes; fires; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hacking; actions of the elements; or other similar causes beyond the control of Member or MouthShut.com in the performance of this Agreement. Upon the occurrence of such event or effect, the parties shall agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.
    
    Member shall not assign or otherwise transfer the rights under this Agreement by operation of law or otherwise, without MouthShut.com's prior written consent. Any entity that acquires merges with, or otherwise combines in any manner with Member shall not acquire any rights to the Services under this Agreement, without MouthShut.com's prior written consent.
    
    If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

Last Updated - January 2013