Terms & Conditions
- Access Keys: shall mean any confidential/secret keys, including developer ID, certificate ID, application ID, user name and/or password that shall be required by the Customer to access the Services in a staging or production environment;
- API or Application Program Interface: shall mean (a) those of the Application Program Interface that are made available by Service Provider to the Customer, under the terms of the Agreement, and (b) API Documentation, which includes the documentation, data and any other supporting material provided by the Service Provider to the Customer, through Decentro or otherwise, for the use of the API;
- Applicable Laws: shall mean all the laws applicable to the Parties to the Agreement in force at the time of execution and during the term of the Agreement;
- API Success: shall mean a ‘success’ status code in the response fields for any of the API calls during the course of Service;
- Person: shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, Government or any agency or political subdivision thereof or any other entity that may be treated as a person under Law;
- Regulatory Authority: It is the relevant government agency that serves as the regulating authority for respective Documents or authentication process involved in the respective Services, including UIDAI, RBI, SEBI, IRDA, etc.;
- Response Data: with reference to the transaction undertaken by the Service Provider shall mean the ‘success’ or similar status code in case of a successful API response along with "Response Fields (if requested)”. While in the case of failures, response data will contain the error details;
- Services: shall refer to access to the APIs and Decentro and such other services provided by the Service Provider to the Customer as specifically mentioned in Annexure A of the Agreement;
- Request Fields: shall mean the available parameters in the API request which are to be used by the Service Provider while processing the next steps as per a usual flow;
- Subscription Plan: The prices, features, and options of the Decentro Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). Decentro does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
- Recurring Charges and Upgrades: By signing up for a Subscription Plan, Customer authorizes Decentro to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes Decentro to charge its payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
- Upgrades: If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.
- Taxes: Decentro’s fees are exclusive of all taxes, and Customer must pay any applicable GST, sales, use, VAT, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Decentro. Customer will not deduct any applicable taxes from the payments to Decentro, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Decentro receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
- Auto-renewals and Trials: If your account is set to auto-renewal or is in a trial period and you have provided a method of payment to decentro for the services, decentro may charge you automatically at the end of the trial or for the renewal, unless you notify decentro that you want to cancel your subscription.
- Purchase Orders: Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify Decentro at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of Decentro services.
- No Refunds: Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Decentro subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
- Beta Releases and Free Access Subscriptions: Decentro may provide Customer with a Decentro Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Decentro Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Decentro may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, customer agrees that any free access subscription or beta releases are provided on an “as is” and “as available” basis without any warranty, support, maintenance, storage, sla, or indemnity obligations of any kind. With respect to beta releases, customer further acknowledges and agrees that beta releases may not be complete or fully functional and may contain bugs, errors, omissions, and other problems for which Decentro will not be responsible. Accordingly, any use of beta releases are at customer’s sole risk. Decentro makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Decentro may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Decentro’s sole discretion, without liability
Basic Service Terms
- Intellectual Property: the Agreement provides the Customer a limited right to access and use the information through API/s and/or Decentro, during the Term of the Agreement. the Agreement does not convey any additional rights in the API and/or Decentro and/or the Service, or in any intellectual property rights associated therewith. The Parties hereby agree that all rights, title and interest in and to the API and/or Decentro, including but not limited to all hardware, software and other components required for such purpose, and all related rights, remain with and belong exclusively to Decentro at all times.
- Service Charges: The Service Provider shall provide Services to Customer at prices mentioned in the agreement. The Customer will be obliged to pay the Service Subscription Charges along with all applicable taxes as mentioned.
- Subscriptions: Every Subscription Amount paid by the Customer for availing the Services shall be valid for a certain period of time as mentioned in the Annexure B. In case the Customer has exhausted the validity of the Subscription amount, the Customer shall have to recharge the account within the “Grace Period”, being a period of 15 days after the expiry of the validity period to allow the Customer to recharge the account. In case, the Customer fails to recharge the account after the end of the Grace Period, the existing balance in the Customer’s account shall be exhausted. Service Provider expects Customer to pre-empt demand and switch to a higher subscription plan in-order to avoid this scenario. Service provider will notify the Customer if they’re close to exhausting their API limits.
- Taxes: All amounts set out in the Agreement are subject to Goods and Services Tax (GST) or other local applicable taxes, which shall be paid by Customer at the rate and the manner prescribed by law from time to time. Service Provider shall invoice Customer for all appropriate taxes and expenses for which the Service Provider is obliged to collect. In no event will the Customer be liable for the payment of any penalties or interest due on such taxes which has already been paid by the Customer on time. The Service Provider shall if and when required by Customer assist and cooperate with Customer in challenging the validity of a tax provided that Customer shall bear “Service Provider’s reasonable costs and expenses” in connection with any such challenge.
- Compliance: The Customer shall, at all times, comply with the provisions contained in the Information Technology Act, 2000 and the statutory rules framed there under, from time to time, in so far as the same has application to its operations in accordance with the Agreement, including collection of information from end consumer, and also with all other Laws, rules and regulations, whether already in force or which may be enacted from time to time, pertaining to data security and management, data storage, data processing, data sharing, data protection, and various rules, regulation and provisions as may be applicable, as and when the same is enacted into a law and comes into force in the performance of its obligations and the exercise of its rights under the Agreement and shall ensure the same level of compliance by its employees or contractors;
- Usecase Categories: The Customer shall, at all times, only serve the usecases that it explicitly mentioned at the time of signing up and will not switch or add a new usecase without prior approval from Decentro. For confirmation, the customer has agreed that it will not serve the following usecases at any point of time (Blacklisted Categories) -
- Speculative Gaming,
- Chit funds,
- Multilevel Marketing,
- Ponzi schemes,
- Escort Services,
- Friendship Clubs,
- Network Marketing,
- Equity crowd funding,
and any other speculative activities
- Confidentiality: The Customer acknowledges and agrees that the Access Key/s and login credentials are meant to be confidential and that the misuse of the Access Key/s and login credentials by the Customer or a third party could cause substantial loss and damage to Decentro and its ecosystem. Accordingly, the Customer will implement appropriate measures to protect the security of the Access Key/s and not provide the Access Key/s to any third party, without prior written consent of Decentro.
- Reverse Engineering: The Customer shall not reverse engineer or use other techniques to access internal data structures, decompile, disassemble or copy any source code or underlying ideas
or algorithms of the API and Decentro; or shall not grant any rights in the API to or for the benefit of any third party (except of authorized users), remove/alter/obscure any trademark/intellectual property/marks on or in the API or Decentro.
- Cooperation: In case of any investigations around fraud(s) or dispute (s), the Customer agrees that it shall extend full cooperation to the Service Provider, and/or any agency appointed/authorized by it and/or any other authorized investigation agency appointed by the Government of India, including, but not limited to, providing access to their premises, records, personnel and any other relevant resource / information, etc.
- Unauthorized Access: The Service Provider shall indemnify the Customer against any claims, damage, loss or expense arising from or in connection with any act by a contractor, sub-contractor, or an employee of the Service Provider which results in, or is intended by such contractor, sub-contractor or employee to result in malicious access into any of Customer’s systems, data or Confidential Information. The events to which this indemnity applies is in no way intended to limit “Service Provider’s” obligation to take all action necessary to protect against the unauthorized use, by its contractors, sub-contractors or employees, of Customer’s proprietary information and accordingly limit access to Customer’s systems, data and confidential information. Notwithstanding anything contained in the Agreement, it is agreed that the quantum of such indemnity under any circumstances shall not exceed the total invoiced value of the Service Provider for that specific calendar month.
- Indemnity: The Customer agrees not to hold the Service Provider, its affiliates, its licensors, or any of such parties, agents, employees, officers, directors, corporate partners, or participants liable for any damage, suits, claims, and/or controversies (collectively, “liabilities”) that have arisen or may arise, whether known or unknown, relating to the Customer’s acts, including without limitation any liabilities arising in connection with the conduct, act or omission of any end-user, any dispute with any end-user, any instruction, advice, act, or service provided by the Customer or its affiliates or licensors and any destruction of the Customer’s information.
- Liability: Under no circumstances will the Service Provider, its affiliates, its licensors, or any of such parties' agents, employees, officers, directors, corporate partners, or participants be liable for any direct, indirect, incidental, consequential, special or exemplary damages suffered by the Customer and/or its end-users, due to performance of any services by the Customer with its end-users, even if advised of the possibility of the same
- Force Majeure: Neither Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. Subject to the affected Party promptly notifying, the other Party in writing of the cause and the likely duration of the cause, the performance of the affected Party’s obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists provided that if performance is not resumed within 90 (ninety) days after that notice the other Party may by notice in writing terminate the Agreement.
- Grievance: Any violation of the terms by customers, partners, providers or any concerns/disputes may be reported to the Decentro Grievance Officer at email@example.com. Decentro shall address the complaints within a stipulated time based on the nature of the query but in no case more than 20 days from the date of complaint.