BRIDGE TO INDIA’s Energy Private Limited Subscription Terms and Conditions of Use
The Standard Terms and Conditions (“Terms and Conditions”) governing the use of the information and services owned and provided by BRIDGE TO INDIA Energy Private Limited (“BTI”) and its affiliates shall be as follows:
1.1. BTI and its affiliates own and provide the products and services (collectively hereafter
“Services”) relating to solar energy and related technologies and markets and their financing, including regular newsletters in electronic or printed
formats (“Newsletters”), reports (“Reports”), directories (“Directories”), news feeds (“News Feeds”), membership research services (“India Solar Navigator”) consulting and various levels of access to its online information database (“Execution Support Services”). The Services make available to authorized users information, reports, analysis and other materials including, but not limited to, news articles, photographs, databases, or audio and video files (collectively, the ”Content”).
1.2. Commercial terms relating to the period of service, pricing and selection of Services will be governed by a separate agreement between BTI and Subscriber (“Subscription Agreement”) or other written communication or email. This “Agreement” shall mean these Terms and Conditions together with the Subscription Agreement.
1.4. These Terms and Conditions governing the provision and use of the Services offered by BTI may be updated from time to time by BTI.
2.2. If Subscriber makes use of the Services or any Content other than as expressly permitted under these Terms and Conditions, he or she may violate copyright and other laws and may be subject to penalties. Without limiting the preceding sentences, Subscriber will not:
2.2.1. Engage in or permit any reselling, display, reproduction, copying, translation,modification, adaptation, creation of derivative works from, distribution, transmission, transfer, republication, compilation, decompilation or reverse engineering of the Services, any Content, any portion thereof, or any data, other content or information provided to Subscriber in connection with the use of the Services by BTI or any of its third-party sources, in any form, media or technology now existing or hereafter developed or over any network, including a local area
2.2.2. Remove, obscure or alter any notice, disclaimer or other disclosure affixed to or contained within the Services, including any copyright notice, trademark or other proprietary rights notice or any other legal notice affixed to, or displayed in association with, the Content;
2.2.3. Create a hyperlink to, frame or use framing techniques to enclose any portion of the Services or the Content, without express prior written consent from BTI;
2.2.4. Impersonate any person, or falsely state or otherwise misrepresent his or heraffiliation with any person, in connection with any use of the Services;
2.2.5. Breach or attempt to breach the security of the Services or any network, servers, data, or computers or other hardware relating to or used in connection with the Services or any of the Content, whether or not operated by BTI or any third party;
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nor use with, or distribute through, the Services any software or other tools or devices designed to interfere with or compromise the privacy, security or use of the Services by others or the operations or assets of any person;
2.2.6. Violate any applicable law, including, but not limited to securities laws and laws governing investment activity in any country;
2.2.7. Restrict or inhibit any other authorized user from using and enjoying the Services;
2.2.8. Post, publish, transmit, reproduce, distribute or in any way exploit any of the Content or other information or other materials obtained through the Services for commercial purposes other than as expressly permitted by these Terms and Conditions or by express prior permission of BTI.
2.3. In subscribing to any of the Services, Subscriber agrees to receive electronic mail from BTI notifying of new features, services or events or consisting of selected Content. BTI’s electronic mail, or any mail sent by Subscriber from within the Services, may include features allowing SP or its affiliates to collect certain information regarding Subscriber’s use of the Services. These features are a required element of the Services.
2.4. Subscriber will notify BTI of any known or suspected unauthorized use(s) of the Services,or any known or suspected breach of security, including loss, theft or unauthorized disclosure of any account details or credit card information.
2.5. Subscriber must provide, at its own cost and expense, such equipment and services as are necessary to access and use the Services. At any time, BTI may change the supporting technology and services necessary to use the Services.
2.6. Subscriber agrees to allow BTI to use the name of subscriber organisation in marketing and publicity materials unless BTI receives written notification to the contrary.
3.1. The data, information, analysis, calculations, models, forecasts and systems contained in the Services are the property of BTI and its affiliates and all rights in such material are reserved and may not without the prior written consent of BTI be reproduced, published or summarised for distribution or incorporation into a report or other document or otherwise relayed or distributed in any form or by any means whether internally or externally to third parties or persons who have not paid for the Services.
3.2. Nothing shall confer on the Subscriber or its agents any rights over or in the Services save a license to use them upon and subject to the terms of the Subscription Agreement and of these Terms and Conditions.
3.3. The Services may contain hyperlinks and advertisements linking to other Internet sites,resources, or sponsors of the Service or advertisers. BTI and its affiliates are not responsible for the availability of these other sites or their contents.
3.4. Subscriber shall abide by all copyright notices, information or restrictions contained in, or presented with, any content available on or through the Services.
4.1. Both parties agree to keep confidential information concerning the business and affairs of the other party or its affiliates which is obtained or received as a result of the discussions leading up to, the entering into or the performance of this agreement (“Confidential Information”). Confidential Information shall include in particular information about the pricing of the Services and the commercial terms on which they have been made available to the Subscriber.
4.2. The parties shall be entitled to disclose Confidential Information where:
4.2.1. It was already lawfully known, or became lawfully known to either of the parties independently;
4.2.2. It is in, or comes into, the public domain other than due to wrongful use or disclosure by the Subscriber or by BTI;
4.2.3. Use of it is necessary to carry out this agreement; or
4.2.4. Disclosure is required by law.
5. Limitations on Liability
5.1. The Services are provided without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose,accuracy, omissions, completeness, correctness and delays. In particular the Subscriber understands:
5.1.1. That it is not possible for all data contained in the Services to be comprehensive,accurate and up-to-date, and that at any time the Services are likely to contain inaccuracies or omissions.
5.1.2. That the Services may contain forward-looking statements about companies,including assessments about theft business prospects and future results of operations. These statements involve risks and uncertainties. Among the important additional factors that could cause actual results to differ materially from those forward-looking statements are risks associated with the overall economic environment, realization of customer contracts, strength of the company’s patents, validation of the technology, changes in anticipated earnings of the company and other factors detailed in the company’s filings with various stock markets or contained in the company’s proprietary information. In addition, the factors underlying all forecasts are dynamic and subject to change and therefore any forecast published or reproduced by BTI is relevant only to the date at which it is made.
5.1.3. That BTI does not undertake to update its coverage even though from time to time it may do so.
5.2. BTI provides the Subscriber with opportunities to point out any inaccuracies that may be included in the Services, including the “help” link at the top right of each page of its webbased services and the email addresses of editorial and executive team. This should not be taken to mean that BTI is committed to correcting any inaccuracies brought to its attention within any specified time or at all.
5.3. BTI does not represent or warrant that access to or use of the Services will be uninterrupted or error-free or that the Services supplied are accurate or correct or that they meet any particular criteria of performance or quality.
5.4. BTI and its affiliates shall not be liable to the Subscriber in contract, tort or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data and/or for any direct and/or indirect and/or consequential loss whatsoever and howsoever arising suffered or incurred in connection with the performance of the obligations under this agreement including, without limitation, in connection with the Services, whether or not caused by BTI’s or its affiliates’ negligence.
5.5. Subscriber shall accept sole responsibility for and BTI and its affiliates shall not be liable for the use of the Services by Subscriber and Subscriber shall hold BTI and its affiliates harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use. BTI and its affiliates shall have no liability whatsoever for any liability of Subscriber to any third party which might arise.
5.6. Subscriber assumes full responsibility and risk of, and BTI and its affiliates shall not be liable for, any loss which results from any transactions or decisions made by the Subscriber on the basis of the Services.
5.7. BTI and its affiliates shall not be liable to the Subscriber under the terms of this contract or otherwise if BTI’s breach of its contractual and/or other obligations to the Subscriber are due in whole or in part to interruption and delay by reason of matters beyond its control (including but not limited to) acts of God, acts of any government, war, other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labour dispute and/or inability to obtain essential supplies and the like.
5.8. These Terms and Conditions shall not limit any liability for death or personal injury directly resulting from negligence if and to the extent such limitation would violate applicable law.
5.9. The maximum liability of BTI and its affiliates in connection with the Services or arising out of any claim related to the Services, whether in contract, tort, or otherwise shall not exceed the fees received by BTI or payable by the Subscriber in connection with the Services during the three months preceding the first loss or damage or, to the extent that payment by the Subscriber is made otherwise than in monthly installments, a pro-rated portion of such payments, as applicable, that would amount to three months of fees.Such liability shall be Subscriber’s exclusive remedy.
6. General provisions
6.1. BTI may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Service feature, database, or content. BTI may also impose limits on certain features and services or restrict Subscriber’s access to all or any parts of the Services without notice.
6.2. BTI reserves the right at its sole discretion and conditional only upon repayment of any unused prepaid subscription fees as calculated on a pro-rata basis to terminate Subscriber’s access to the Services without notice.
6.3. Subscriber may terminate the agreement at any time without cause upon the provision of thirty (30) days prior notice to BTI. In such case, BTI shall refund to Subscriber a pro rated portion of 50% of the fees paid by Subscriber in an amount attributable to the time remaining on the term of the agreement.
6.4. Nothing in this agreement shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Subscriber shall have no authority to buy or to make any representation or warranty on BTI’s behalf.
6.5. Neither this contract nor any part or portion may be assigned, sub-licensed or otherwise transferred by the Subscriber without BTI’s prior written consent.
6.6. BTI may without the prior written consent of the Subscriber assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this contract.
6.7. Should any provision of this contract be held to be void and invalid, unenforceable or illegal by a court the validity and enforceability of the other provisions will not be affected thereby.
6.8. Failure of any party to enforce any provision of this contract will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
6.9. Use of the Services implies acceptance of these Terms and Conditions by the Subscriber even in the absence of a written Subscription Agreement with BTI.
6.10. BTI may amend these Terms and Conditions at any time by posting amended Terms and Conditions on its website. Such Amended Terms and Conditions will become effective immediately upon posting. Subscriber’s use of the Service after any Amended Terms and Conditions become effective will constitute acceptance of those Amended Terms and Conditions.
6.11. Subscriber recognizes that (i) BTI, (ii) its affiliated companies, (iii) the respective partners and suppliers of BTI and its affiliated companies, and (iv) the respective affiliates of the entities covered in subparagraph (iii) ((iii) and (iv) together, the “Covered Entities”), each have rights
with respect to the Services, the Model and the Content, including the software, data, information and other items provided by BTI and its affiliated companies by reason of Subscriber’s use of the Services. BTI’s benefits under this Agreement shall be for the benefit of BTI, its affiliated companies, the Covered Entities and the respective affiliates, successors,assigns, officers, directors, employees and representatives of the Covered Entities.
6.12. Clauses 8, 9, 10, 11.11, 11.12, and 13 shall survive termination or expiry of this Agreement.
7.1. Subscriber shall be responsible for and shall pay any sales tax, VAT, GST or similar taxes imposed on any fees or charges for the Services.
8. Law and jurisdiction
8.1. These Terms and Conditions and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the Government of India regardless of the laws that might otherwise govern under applicable choice-of-law principles. The parties hereto agree to submit to the jurisdiction of each of the federal and state courts located in New Delhi, India in connection with any matters arising out of this Agreement and not to assert a defense of forum non conveniens, sovereign immunity, Act of State or analogous doctrines in connection with any action.