Terms of Service

We deliver to you a sustainable future by helping you define where and how you wish to grow.  And then we make that happen, together with you.

1. AGREEMENT:

Please read these terms of use (“Terms”), a legal agreement between Ideation Center of Excellence Private Limited, a Company incorporated under the Companies Act 2013, having its registered office at Unit -S 2213, Ardente Office One, Katha No.287, Sy No5,Hoodi Village, Mahadevapura, KR Puram, Hobli Bangalore, Karnataka- 560048, India (hereinafter “Company”) of the first part AND the User of the second part (hereinafter collectively referred to as “you”, “yours” or “User”).

The Terms shall govern use of and access to (the “Website”) and the “ICE” technology platform accessible through desktops, mobile phones, smart phones and tablets (the “Application”) which provides a platform for offering various professional Services(define below) in the business life cycle of Startups and/or MSMEs. The Company may introduce new Services from time to time through the Website and Application, collectively referred to as “ICE Software”/ “ICE Platform”. The Company is the owner of the ICE Software offered to the User.

Please carefully go through these Terms and the privacy policy available at ………………. (“Privacy Policy”) before you decide to access or use the ICE Software made available by the Company. These Terms and the Privacy Policy together constitute a legal agreement (“Agreement”) between you and Company in connection with your access and use of the ICE Software.

By accessing the ICE Software as provided below, or by entering into an agreement with the Company to provide Services (defined below) as set out in these Terms, or through the continued use or accessing the Website and Application, You agree to be subject to these Terms.

We request You to please read these Terms carefully and do not use the Website and Application unless You agree fully with these Terms.

2. DEFINITIONS:

As used in these Terms, the following terms shall have the meaning set forth below:

(i) "Effective Date" means the Date on which You accept these Terms by starting to use the Services offered on the Software. (ii) “User” means any legal entity/person such as an individual, sole proprietorship, partnership firm, limited liability partnership, company which is a Startup or MSME who can legally enter into an Agreement with the Company and who is either desirous of booking or has booked an Appointment through the ICE Platform, and has availed or wishes to avail the Services. (iii) “User Information” means information regarding Users such as (i) personal information which includes their name, legal status, address, email address, mobile number, etc. i.e. any information by which the User can be identified (ii) the information and documents about their business, ideas, confidential information and other information pertaining to nature of Services they wish to avail, etc. (iv) “Member” is a User who registers with ICE UNO by signing the Membership Agreement to take up the Services being offered therein. (v) “Programs” are various programs that the Company has defined for Members depending upon their requirements such as ICE FLASH, ICE FIRST, ICE FOCUS, ICE FLEX, ICE MONEY, ICE LINE etc. and such other programs as the Company may develop from time to time. (vi) “Services” mean and includes the service of assisting the Users/Members in their business life cycle of setting up and running a Startup and MSMEs, through assisting in initial business setup, mentoring, business advisory and business operations, business development, human resources, legal advisory, strategic consulting, marketing, digital marketing, sales, branding and advertising, assistance in funding support and investor relations, finance and statutory compliances, taxation, technical advisory, public relations, media and such other Services as may be introduced by the Company from time to time. The Company also offers various Packages which the Users can choose from depending upon their requirements. All other capitalized terms shall have the meaning ascribed to them in the Other Terms.

3. SERVICE AVAILABLE ON THE ICE PLATFORM:

(i) Booking an Appointment:

a) In order to access and use the Services available on the Website and Application offered by the Company you will need to accept the Terms, and if you are desirous of securing the Services offered by the Company, then you may do so by booking an “Appointment” through the Platform. You may book an Appointment by providing adequate information, including, but not limited to a name, phone number, e-mail address and/or a password, your business information, etc. You hereby represent, warrant and covenant that you will provide accurate and complete information, and shall keep your information up-to-date. Failure to do so shall constitute a breach of the Terms. By accessing the Platform and/or booking an Appointment, it is presumed that you have accepted the Terms and read the Privacy Policy and are bound by the same. b) In order to access or book an appointment through the ICE Platform, You hereby represent and warrant to the Company that: (a) You are at least eighteen (18) years of age and have the authority to enter into this Agreement; (b) this Agreement is binding and enforceable against you; (c) If you are using the Website and Application on behalf of any entity (including bodies corporate and others), you further represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify the Company for violation of these Terms; (d) you are authorized to transfer payment for Services requested through the use of the ICE Software; (e) you are authorized to upload the information/documents that you upload on the Application or Website and (f) most importantly that all the information provided at the time of registration is correct, accurate and true. c) You shall not (a) book an Appointment for anyone other than yourself without such person's prior written permission; (b) use a User Name that is the name of another person or entity with the intent to impersonate that person or entity; (c) use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful; or (d) upload any information/document which belongs to any third party. d) If you wish to book an Appointment, you will be required to provide your personal information such as name, email address and mobile number, details of your business such as the name of the Company, your title/role, etc. At this stage, there is no platform fees payable to the Company for using the ICE Platform. The Company reserves the right to charge a platform fees from You at a future date for using the ICE Software.

(ii) Using the Services:

a) Build: Once Your Idea submission happens which passes through the Company’s proprietary IDEA METER, then the Company can help You design and implement your project. b) Operate: This is where the Company helps you in continuous planning, operating and maintaining the project. c) Transfer: At the end of the specified period, the Company can transfer ownership back, either freely or for an amount stipulated in the contract you sign with the Company. d) ICE TANK: An online Deposit Vault to park Your idea & work with us to make it sellable while it is there. e) IDEA METER: Your idea gets scanned and deliberated over by professionals who are part of the Company i.e. Icers and then scored for commercial viability. f) IDEA MVP: The Company can help you build and validate a Commercially Viable product / service through calibrated releases & customer feedback. g) IDEA COMM: Once the idea is ready we could assist you in attracting funds. h) IDEA FUND: The Company could assist in preparing the pitch decks and search begins for the right Investor portfolios for the best outcome. i) ICE LINE- Once Users become Members they have access to service catalogues from the ICE Team, Partners & Collaborators. j) ICE COMMUNITY- offers StartUps the comfort of Ideating Together. k) ICE POINTS-Participate in various activities of the ICE community by way of loyalty points.

(iii) Accelerator Programs: Based on the requirements of the Members they could choose various Accelerator Programs offered by ICE UNO such as:

a) ICE FLASH – a program exclusively designed for the college students and E-Cells of the colleges. b) ICE FIRST- a program exclusively designed for the employees planning to have their own startup. c) ICE FOCUS- is a program exclusively designed for the founders who have Boot strapped their startups and are planning to streamline the business. d) ICE FLEX- is a program exclusively designed for entrepreneurs. e) ICE MONEY-is a program exclusively designed for Early Revenue Startups who have active startups with early revenues and sustained the business for a period of 18 months and who are looking at fund raising.

(iv) ICE EVENTS

The Members will also be eligible to attend ICE Events(free/paid) such as: a) ICE TALKS- connecting Startups to the Market leaders and SMEs for Business Exchange; b) ICE DAY- Explicit Market Promotions, Cross Border Events & Investor Sponsored Events; c) ICE MARKET- Showcase their startup product and services, discover services for mutual benefits.

4. OBLIGATIONS OF THE USERS:

(i) You will not use this ICE Software or any feature provided therein for any purposes not intended under this Agreement. You will not permit any third party to have access to the ICE Software or to use the ICE Software who has not registered as a User. (ii) You will not deliberately use the ICE Software in any way that is unlawful or harms the Company, our directors, employees, affiliates, distributors, partners, or other third parties. (iii) You undertake that Your use of this ICE Software shall be subjected to the following restrictions (a) You will not delete or modify any content on the Website/Application including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that You do not own or have express permission to modify; (b) You will not decompile, reverse engineer, or disassemble the Software, or You will not remove any copyright, trademark registration, or other proprietary notices from the Website and/or Application. You further agree not to access or use this Website/Application in any manner that may be harmful to the operation of this Software or its content; (c) You will not use the Software and / or services in any way that is unlawful, or harms the Company or any other person or entity, as determined in the Company's sole discretion; (d) You will not engage in any form of antisocial, disrupting, or destructive acts, including "flaming", "spamming", "flooding", "trolling", "phishing" and "griefing" as those terms are commonly understood and used on the Internet and (e)You will not host, display, upload, modify, publish, transmit, update or share any information that —belongs to another person and to which the user does not have any right to; is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; harm minors in any way; infringes any patent, trademark, copyright or other proprietary rights(s), violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; impersonate another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; 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 any other nation. (iv) You will immediately notify the Company of any breach or suspected breach of the security of the Software of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Software, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating such breach.

5. GRANT OF RIGHTS:

(i) The Company owns all rights, title and interest, including all intellectual property rights such as copyright, trademarks trade secrets, patent and other proprietary rights in and to the ICE Software, the present or future modifications / up gradations thereof and standard enhancements thereto. Except as expressly permitted by these Terms, any, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation, or disassembly of the ICE Software embodied in the Website and/or Application is strictly prohibited. (ii) The Company subject to the terms of the Agreement, grants You a non-exclusive, personal, non-transferable, limited right to have access to and use the ICE Software, including the Website, Applications and Services offered therein. (iii) The Terms do not and shall not transfer any ownership or proprietary interest in the ICE Software from the Company to You, except the limited license as provided hereinabove in these Terms or as may be agreed to by and between Company and You. (iv) You agree and undertake that You own all rights, title and interest, including all intellectual property rights such as copyright, trademarks, trade secrets, patent and other proprietary rights in and to the User Information as well as the ideas whether patentable or not that you share with the Company and all the other proprietary information that you share with the Company. (v) You agree that You hereby grant the Company the right to use the User Information on a perpetual, non-revocable, worldwide, royalty-free basis to offer the Services provided herein.

6. DISCLAIMER AND EXCLUSION OF WARRANTIES:

(i) WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE ICE PLATFORM INCLUDING CONTENT AND SERVICE LISTINGS THEREIN. COMPANY DISCLAIMS ANY REPRESENTATION AND WARRANTIES FOR THE SECURITY, RELIABILITY, QUALITY, TIMELINESS, AND PERFORMANCE OF (I) THE ICE PLATFORM, CONTENT ON THE ICE PLATFORM AND SERVICES OFFERED THROUGH THE ICE PLATFORM; OR (II) THIRD PARTY PRODUCTS OR SERVICES ADVERTISED ON OR RECEIVED THROUGH ANY LINKS OR OTHER SOURCES PROVIDED ON THE ICE PLATFORM. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ANY ERRORS IN THE ICE PLATFORM WILL BE CORRECTED. (ii) COMPANY IS NOT RESPONSIBLE FOR ANY CONSEQUENCES ARISING OUT YOUR USE OF THE ICE PLATFORM AND YOUR AVAILMENT OF SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE ICE PLATFORM, OR THE INFORMATION ON THE ICE PLATFORM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS, INTERNET SERVICE PROVIDERS OR THE SYSTEM. (iii) THE ICE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY IS NOT LIABLE FOR ANY NETWORK, TECHNICAL OR OTHER OPERATIONAL DIFFICULTIES OR PROBLEMS WHICH MAY RESULT IN LOSS OF YOUR DATA, MONETARY LOSS, PERSONALIZATION SETTINGS OR OTHER INTERRUPTIONS IN THE FEATURES OFFERED ON THE ICE PLATFORM. NEITHER COMPANY NOR ANY THIRD PARTY IS LIABLE FOR THE DELETION, LOSS, MIS-DELIVERY, TIMELINESS OR FAILURE TO STORE OR TRANSMIT ANY FEATURES OR OTHER ASPECTS OF THE PLATFORM, CONTENT ON THE ICE PLATFORM OR YOUR PERSONALIZATION AND / OR USER ACCOUNT SETTINGS. WHILE IT IS OUR OBJECTIVE TO MAKE THE PLATFORM ACCESSIBLE AT ALL TIMES, THE ICE PLATFORM MAY BE UNAVAILABLE FROM TIME TO TIME FOR ANY REASON INCLUDING, WITHOUT LIMITATION, ROUTINE MAINTENANCE. YOU UNDERSTAND AND ACKNOWLEDGE THAT DUE TO CIRCUMSTANCES BOTH WITHIN AND OUTSIDE OUR CONTROL, ACCESS TO THE ICE PLATFORM MAY BE INTERRUPTED, SUSPENDED OR TERMINATED FROM TIME TO TIME. IN PARTICULAR, AND NOT IN LIMITATION OF THE FOREGOING, COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OF BUSINESS OR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE ICE PLATFORM. (iv) YOU FURTHER AGREE THAT NEITHER COMPANY NOR ANY OF ITS AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARM, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE / ICE PLATFORM; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS OR (vii) TECHNICAL OR OTHER OPERATIONAL LAPSES ON THE ICE PLATFORM OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE OFFERED ON THE ICE PLATFORM.

7. LIMITATION OF LIABILITY:

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY IS NOT LIABLE FOR ANY INDIRECT, REMOTE, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE ICE PLATFORM, EVEN IF COMPANY HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION TO DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE ICE PLATFORM OR (B) THE SERVICES OR PRODUCTS PROCURED VIA THE ICE PLATFORM OR (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, OR (D) MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS OR (E) TECHNICAL OR OTHER OPERATIONAL LAPSES ON THE PLATFORM. IN ANY EVENT, OUR OVERALL AND AGGREGATE LIABILITY ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE SUBSCRIPTION PAID BY YOU FOR USING THE PLATFORM OR INR 5,000, WHICHEVER IS LOWER.

8. CONFIDENTIAL INFORMATION:

Parties acknowledge and agree that certain information available on the ICE Platform as well as some User Information shared by the User may be designated as confidential by the Company and the User and that the party receiving the confidential information will not attempt to use or personally benefit or disclose such Confidential Information to any third party, without having obtained prior written consent / authorisation from the party disclosing the confidential information.

9. INDEMNIFICATION:

(i) You agree to defend, hold harmless and indemnify Company and its licensors and affiliates from and against any and all losses, costs, expenses, damages or other liabilities incurred from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party, due to or arising out of or in connection with (a) your use or misuse of the ICE Platform or (b) your breach of any provision of these Terms or applicable laws or (c ) any breach of the representations, warranties, and covenants made by You herein or (d) Your infringement of any intellectual property or other proprietary right of any person or entity, (e) or any fraud, negligence, willful misconduct or intentional wrongdoing on your part or on the part of your employees, subcontractors and agents in performance of their obligations under these Terms or (f) as a result of any threatening, libelous, obscene, harassing or offensive material posted/ transmitted by You on the ICE Platform. (ii) You shall not settle or compromise any such matter without our prior written consent. Company shall be entitled to participate in such defence through our own counsel at your cost and expense.

10. TERMINATION /MODIFICATION/SUSPENSION:

(i) The Company may at any time, terminate its legal agreement with you if you have breached any provision of the terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the terms). (ii) You may discontinue use of the Website or Application by deleting the Application from your mobile/laptop/desktop or by deleting your account/information from the Website. (iii) We may update or change the Software and/or the Terms and/ or levy platform fee for using this Software (Service Fee) or Website from time to time and recommend that You review these Terms on a regular basis. You understand and agree that Your continued use of the Software after the Terms have been updated or changed constitutes Your acceptance of the revised Terms. (iv) Notwithstanding anything to the contrary in these Terms, We have the right, on providing notice to You, immediately to terminate, suspend, or amend the provisions of the platform without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law; or (c) if performance of any term of these Terms by either Party would cause it to be in violation of law.

11. GOVERNING LAW AND JURISDICTION

The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of India and subject to Clause 11. Any dispute arising out of the Terms shall be subject to jurisdiction of courts of Bangalore in India.

12. ARBITRATION

(i) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, or to Your use of the Website and/or Application, shall be determined by Arbitration in India, before a single arbitrator appointed by the Company in accordance with the Arbitration and Conciliation Act 1996 along with all amendments. The venue of such arbitration shall be Bangalore, India. The governing law of the Agreement shall be the substantive law of India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the Parties. (ii) The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with the Agreement.

13. GRIEVANCE OFFICER

In accordance with Information Technology Act 2008 and rules made there under, the name and contact details of the Grievance Officer is as follows: Name: Email Id:

14. MISCELLANEOUS PROVISIONS:

(i) Severability: If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. (ii) Notices: All notices and other communications required or permitted hereunder to be given to a Party shall be in writing, in the English language, and shall be sent by facsimile, e-mail, or mailed by prepaid nationally-recognized courier, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth above. (iii) Waiver: No term of the Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. (iv) Force Majeure: Company shall not be liable for any downtime or delay or unavailability of the Software including the Website and/or Application caused by circumstances beyond Company's reasonable control, including without limitation, acts of God, acts of government, pandemics, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, internet service provider failures or delays, or denial of service attacks. (v) Assignment: You may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity. (vi) The Terms contains the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Terms of Service other than those contained or referenced in the Terms of Service.

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