Summary of terms and conditions
1. Acceptance of Terms
Welcome to Woke and Lit, Private Limited Company, based out of Maharashtra, India (“Woke and Lit, Private Limited Company”). By accessing or using the Woke and Lit, websites located at https://www.capitalyze.in and https://www.wokeandlit.com, (the “Sites”) and/or our mobile application Capitalyze® (the “Application”) (collectively, the “Services”) or any of the mobile applications associated with it (collectively, the “Services”), you agree to be bound by the following terms and conditions (the “Terms”).
Please read them carefully. If you do not agree to the Terms, you may not access or use the Services. These terms might be updated as deemed necessary by Woke and Lit
2. Eligibility
The Services are intended for use by individuals who are at least 18 years old and reside in India. If you are under 18 years old, you may not use the Services. By using the Services, you represent and warrant that you meet all eligibility requirements.
3. Description of Services
Woke and Lit provides investment management services through the Services. You acknowledge and agree that Woke and Lit is not a broker-dealer, investment advisor, or other financial intermediary, and that the Services do not constitute or include any investment advice or solicitation to buy or sell any securities. Woke and Lit is not responsible for any investment decisions you make based on the information provided through the Services.
4. User Conduct
You agree to use the Services only for lawful purposes and in accordance with these Terms. You will not use the Services in any manner that could damage, disable, overburden, or impair Woke and Lit’s servers or networks, or interfere with any other party’s use and enjoyment of the Services.
5. Account Registration
In order to use certain features of the Services, you may be required to register for an account. When you register for an account, you will be asked to provide certain information, including your name, email address, and password. You agree to provide accurate and complete information, and to update your information as necessary.
6. Fees
Woke and Lit may charge fees for certain Services, which will be as set forth in the applicable fee schedule. By using the Services, you agree to pay all applicable fees.
7. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WOKE AND LIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8. Limitation of Liability
IN NO EVENT SHALL WOKE AND LIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WOKE AND LIT’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO WOKE AND LIT FOR THE SERVICES DURING THE SIX MONTHS PRECEDING THE CLAIM.
9. Indemnification
You agree to indemnify, defend, and hold harmless Woke and Lit and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Services or your breach of these Terms.
10. Governing Law and Jurisdiction
These Terms and your use of the Services shall be governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of law. You agree to submit to the personal jurisdiction of the courts located in Mumbai, Maharashtra, India for the purpose of litigating all such claims or disputes, unless such claims or disputes are required to be arbitrated as set forth in Section 11 below.
11. Arbitration
Any controversy or claim arising out of or relating to these Terms or the Services shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted in Mumbai, Maharashtra, India, and shall be conducted in the English language. The award of the arbitrator shall be final and binding upon the parties and may be entered in any court having jurisdiction thereof.
12. Changes to Terms
Woke and Lit reserves the right to change these Terms at any time in its sole discretion. Your continued use of the Services following any such changes constitutes your acceptance of the revised Terms.
13. Termination
Woke and Lit may terminate your access to the Services at any time, with or without cause, with or without notice, effective immediately. Upon termination, you will no longer have access to the Services.
14. Miscellaneous
These Terms constitute the entire agreement between you and Woke and Lit with respect to the Services and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Woke and Lit. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of Woke and Lit to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
Terms and Conditions for Use of Services
Updated May 2nd, 2023
THESE TERMS OF USE (THESE “TERMS OF USE”) CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN THE SECTION ENTITLED “BINDING ARBITRATION AND APPLICABLE LAW” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST WOKE AND LIT ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST WOKE AND LIT IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.
THESE TERMS OF USE DEFINE THE RELATIONSHIP BETWEEN WOKE AND LIT, PRIVATE LIMITED COMPANY (THE “COMPANY” OR “WE” OR “US”) AND YOU, THE PERSON ACCESSING THE WOKE AND LIT WEBSITES LOCATED AT CAPITALYZE.IN, WOKEANDLIT.COM CORNS.COM (THE “SITES”) AND/OR DOWNLOADING OUR MOBILE APPLICATION CAPITALYZE® (THE “APPLICATION”) AND/OR REGISTERING FOR OUR SERVICES (“YOU” OR “YOUR”). YOU MAY USE THE SERVICES (DEFINED BELOW) ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE INDIAN LAWS OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANISATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SITE, THE APPLICATION OR SERVICES. YOU MAY USE THE SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.
We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site and Application. We may terminate these Terms of Use at any time by suspending or terminating access to the Site, Application and/or Services and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Site, Application or Services after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorised representative or posted to the Site and Application by our duly authorised representative.
1. Services
By using the Site and/or Application, you can use our interactive platform to obtain various investment advisory services (collectively, the “Services”). Our Services allow you to open an account to participate that we will manage at your direction in accordance with the wrap fee program we sponsor (the “Program”), to provide information about your financial situation and risk preferences, and, based on the information you provide, to obtain automated investment advice regarding the selection of a portfolio within the Program. We are always working on new ways to improve our Services. We reserve the right to modify or change our Site, the Application or any of the Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the Application or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the Application or any Services. IF YOU DECIDE TO OPEN AN ACCOUNT IN THE PROGRAM, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BY THE COMPANY (COLLECTIVELY, THE “AGREEMENTS”). YOU ACKNOWLEDGE AND AGREE THAT, IF YOU OPEN AN ACCOUNT IN THE PROGRAM AND ANY TERM IN THESE TERMS OF USE CONFLICTS WITH THE AGREEMENTS, THE AGREEMENTS SHALL CONTROL OVER THESE TERMS OF USE.
2. Wait List
Prior to the launch of features of the Program, we may provide an opportunity for visitors to the Site to enter their email to join a wait list of visitors who wish to receive further information as such a feature gets under way (a “Wait List”). If you join any Wait List, you acknowledge and agree that joining such Wait List does not and will not make you our client (or a customer of any of our affiliates), obligate us to provide you any services, or create any other legal or regulatory duty on our part, other than the duty to exercise reasonable care to protect your email in accordance with our Privacy Policy.
3. Agreement with Respect to Terms of Use
These Terms of Use constitute a legally binding agreement between the Company and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time on the capitalyze.in and/or wokeandlit.com website. Additional terms, including without limitation those set forth in the Agreements, may govern your use of certain Web pages within the Site or sections within the Application. In the event that any provision, term or guideline contained on a particular Web page in the Site or section of the Application conflicts with these Terms of Use, the terms of such Web page or section shall control over these Terms of Use. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy and terms governing any individual Web page or Application feature, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site, the Application and/or Services.
4. Registration
Certain features or services offered on or through the Site and Application may require you to open an account and set up a profile, providing certain personally-identifiable information, including but not limited to your name, your AADHAAR or other tax identification number (PAN), your address, your email address, and certain information about your financial situation and risk preferences (collectively, your “Client Information”). We reserve the right to restrict certain areas of information on the Sites and Application to such registered users. You agree that you will maintain and promptly update your Client Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Site and/or Application by you. We are committed to your privacy, and our privacy policy (the “Privacy Policy”), the terms of which are incorporated herein, explains the policies put in place and used by us to protect your Client Information and your privacy as you visit and use the Sites and/or Application and use our Services. You are solely responsible for maintaining the confidentiality of your member name and password. You agree to notify us immediately of any unauthorised use of your member name, password, or account. The Company will not be responsible for any losses arising out of the unauthorised use of your account and you agree to indemnify and hold harmless the Company and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorised or illegal uses of your account and as otherwise set forth in these Terms of Use.
5. Promotions and Referrals
We may, at our sole discretion, make available promotions with different features to any users or prospective users of our Sites, Application or Services. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with us. From time to time, we may offer you incentives to refer new users to our Site, Application or Services. These incentives may come in the form of reward shares, and we may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives at our sole discretion. We reserve the right to withhold or deduct reward shares or other benefits obtained through a promotion in the event that we determine or believe that the receipt of the reward or benefit was in error, fraudulent, illegal, or in violation of these Terms of Use or an applicable referral agreement or program agreement.
6. Alerts and Notifications
As part of the Services, or in connection with the actions necessary to apply for the Services, you may receive notifications, alerts, emails, or other types of messages regarding the Services (for example, Two-Factor Verification, suspicious activity alerts, or money movement confirmations). We may also periodically send you emails that directly promote the Services and Program (for example, new offerings or features we provide, recommendations, special offers or promotions). When you receive such promotional emails from us you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email you receive. When you access the Site, the Application or any of the other features of the Program through a mobile network, your network or roaming provider’s messaging data and other rates and fees may apply. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from Woke and Lit. Woke and Lit and Carriers are not liable for delayed or undelivered messages.
7. Woke and Lit Two-factor Authentication
We do mandatory two-factor authentication while signing up. When you register, Woke and Lit will send verification codes to the phone number on file via SMS text messages.
You can cancel the service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
If you are experiencing issues with the two-factor authentication you can get help directly at https://capitlayze.in/support for more assistance
Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive verification codes via SMS whenever you need to verify an authentication. If you have any questions about your text plan or data plan, it is best to contact your carrier.
If you have any questions regarding privacy, please read our privacy policy: https://www.capitalyze.in/privacy-policy
Use and Restrictions
1. Content and Materials
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features, and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Sites or Application (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws. The Content, the Site and the Application are owned by the Company and its Affiliates, and/or their licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors, and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms of Use, no part of the Sites, the Application, or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Sites, the Application, and Services pursuant to these Terms of Use, we retain all right, title, and interest in and to the Sites, the Application, and Services, including all related intellectual property contained therein.
Certain features of the Services allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licences, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorised personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable (as necessary to perform the Services) licence to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms of Use.
You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate, or otherwise inappropriate.
2. Copyright Policy
We respect the intellectual property of others and expect users of our Site, Application and Services to do the same. We have adopted and implemented a copyright policy that provides for the removal of any infringing material and the termination, in appropriate circumstances, of users who repeatedly infringe intellectual property rights, including copyrights. If you believe that one of our users is unlawfully infringing the copyright(s) in a work through the use of our Site, Application, and Services and want to have the allegedly infringing material removed, the following information must be provided to our designated copyright agent in the form of a written notification (pursuant to provisions of the Copyright Act, 1957):
(a) Your physical or electronic signature;
(b) Identification of the copyrighted work(s) that you claim to have been infringed;
(c) Identification of the material on our services that you claim is infringing and that you request us to remove;
(d) Sufficient information to permit us to locate such material;
(e) Your address, telephone number, and email address;
(f) A statement that you have a good faith belief that use of the objectionable materials are not authorised by the copyright owner, its agent, or under the law;
(g) A statement that the information in the notification is accurate and, under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorised to act on behalf of the copyright owner.
Please note that any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement, as per the provisions of the Copyright Act, 1957.
Our designated copyright agent can be contacted via email at copyright@wokeandlit.com
3. Links to Other Sites
The Site, Application and Services contain links to other independent third-party web sites, and we provide links to third-party websites as part of the Services (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you and based upon your Client Information or the Content you elect to view. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any products, information or materials contained on such Linked Sites. You will need to make your own independent judgement regarding your interaction with these Linked Sites. Some of the content served by us will be from merchant sites, and sales through these sites may generate a commission payable to us. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of third party web sites, including, without limitation, Linked Sites and websites linking to the Site or Application. You should review applicable terms and policies, including privacy and data gathering practices, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
4. Permitted Uses
Subject to the provisions in these Terms of Use, you may use the Sites and Application for non-commercial purposes to: (i) learn about the Program;(ii) learn about the Program, our strategies, methods, and algorithms, the portfolios we have, and the securities that comprise those portfolios; (iii) enter into the Agreements; (iv) open an account to participate in the Program; (v) obtain services in accordance with the terms and conditions of your Agreement with us; (vi) select a portfolio among the various portfolios we develop; (vii) modify your selected portfolio and your selection among the portfolios to the extent provided in your Agreement with us; (viii) initiate requests to deposit money for investment in the Program or to sell securities and withdraw money invested in the Program; (ix) access statements and confirmations regarding transactions in connection and the value of your account in the Program; (x) access and print or download copies of the current version of these Terms of Use, the Agreements, and other documentation relating to the Program; and (xi) make such other use of the Sites and Application as we may expressly permit from time to time in furtherance of the objectives and growth of the Program. Subject to these Terms of Use, we hereby grant you a personal, non-transferable, non-exclusive, sub-licensable licence to use the user interface of the Site, the Application and their respective Content and Services in accordance with these Terms of Use, and for no other purpose. All rights, title and interest in and to the user interface and Content, including any software, on or through the Sites and Application shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Application may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The licence granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Site or Application and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Application. You have no right or claim of right to the Content or any unique ideas found on the Site or Application. No ownership rights are granted to you hereunder and no title is transferred hereby.
5. Prohibited Uses
You may not use the Sites, Application or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgement, including, without limitation, the laundering of proceeds of any unlawful activity, the financing of terrorism, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Site or Application. We reserve the right to take preventive or corrective actions to protect ourselves and our users. Your use of the Site, the Application and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Application and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Application and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Application or Services; (f) “frame” or “mirror” any portion of the Site, Application or Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Application or Services; (h) harvest or collect information about or from other users of the Site, Application or Services; (i) use the Site, Application or Services for any illegal activity; (j) probe, scan or test the vulnerability of the Site or Application, nor breach the security or authentication measures on the Site or Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Application, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Company; (o) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section; (q) Are on Politically Exposed Persons (PEEP) list; (r) do no not comply with any of the Anti Money Laundering (AML) guidelines suggested by the Reserve Bank of India (RBI); (s) do not comply with any of the Securities Exchange Board India (SEBI) guidelines for retail investors; (t) do not comply in any manner with guidelines set by Association for Mutual Funds in India (AMFI)
Warranties, Disclaimers and Limitations of Liability
1. Your Warranties
You represent and warrant to the Company that (a) all information, including, without limitation, Client Information, that you provide to us is accurate and truthful, (b) you have the authority to share Client Information with us and to grant us the right to use Client Information as provided in these Terms of Use and Privacy Policy, (c) you have the right to grant us the licences specified in the Section titled “Content and Materials” above, if applicable, (d) your acceptance and use of the Sites and/or Application pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, and (e) the Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
2. Disclaimer of Warranties
ALTHOUGH THE COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE SITE AND APPLICATION, THE SITES AND APPLICATION AND ALL RESPECTIVE PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE AND APPLICATION AND THEIR RESPECTIVE CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY AND (5) THAT ACCESS TO OR USE OF THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT IS AT YOUR OWN RISK AND
THE COMPANY MAKES NO WARRANTIES. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME. IF YOU DOWNLOAD THE APPLICATION OR ANY CONTENT FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.
Your reliance upon the information available on the Site or Application or located through utilisation of the Services and your interactions with third users identified through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.
The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Application or Services will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, Application and Services, or any portion of the Site or Application; (2) to modify or change the Site, Application or Services, or any portion of the Site, Application or Services, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, Application and/or provision of Services, or any portion of the Site, Application or Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.
3. Limitation of Remedies
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, APPLICATION OR THEIR RESPECTIVE CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE SITE, THE APPLICATION OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE, USE OF THE APPLICATION OR USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE OR THE APPLICATION, AND ALL OTHER USE OF THE SITE OR APPLICATION, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND UNINSTALL THE APPLICATION.
Indemnification
1. Content and Materials
You will indemnify and hold the Company and its Affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Application and/or Services or your misuse or abuse of the Site, Application and/or Services; (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site, Application or Services, or (iv) our use of Materials generated or uploaded by you in accordance with these Terms of Use. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS OF USE.
Binding Arbitration and Applicable Law
2. Arbitration:
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by an arbitration institution agreed upon by both parties. The institution shall be located in Maharashtra and comply with the rules and procedures for arbitration established by the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in accordance with the then-existing Comprehensive Arbitration Rules and Procedures of the Mumbai Centre for International Arbitration (MCIA). The Arbitrator shall have the authority to award compensatory damages, but shall not have the authority to award non-economic damages such as for emotional distress, or pain and suffering, or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and MCIA. However, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses) and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after the conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgement on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right to bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
By agreeing to open an account in the program, you acknowledge that your relationship with the company (and with Woke and Lit, Private Limited Company) will be governed by the pre-dispute arbitration clause in the agreements. The pre-dispute arbitration clause in the agreements provides for dispute resolution services provided by the Mumbai Centre for International Arbitration. You further acknowledge that if you decide to open an account in the program, the pre-dispute arbitration clause in the agreements supersedes the arbitration provisions of these terms of use.
These terms of use are governed by the laws of Maharashtra without regard to conflicts of laws principles. Access or use of the sites and/or application is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these terms of use or accessing or using the site, the application or their respective contents. Woke and Lit’s performance under these terms of use is subject to existing laws and legal process, and nothing contained in these terms of use is in derogation of the Woke and Lit’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the site and/or application or information provided to or gathered by the Company with respect to such use.
2. Governing Law and Jurisdiction:
These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India and the courts of Mumbai, Maharashtra shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).
Interpretation:
If any part of these Terms of Use is found to be invalid or unenforceable according to applicable law, the provision in question will be replaced by a valid, enforceable provision that best aligns with the original intent, and the remainder of the Terms of Use will continue to be in effect. A printed version of these Terms of Use and any notices sent electronically will be admissible in legal proceedings related to the Terms of Use to the same extent as other business documents and records maintained in printed form. All notices, permissions, and approvals should be in writing and will be considered as delivered: (i) when personally delivered, (ii) on the second business day after mailing, (iii) on the second business day after sending by confirmed facsimile, or (iv) on the first business day after sending by email. If you need to send us a notice, you should do so in writing to our address provided in these Terms of Use or via email at the address provided. We may update your email address from time to time upon written notice to you. The Services, Content, and other technology we make available may be subject to laws and regulations of India and other jurisdictions. Neither party’s delay in enforcing its rights shall affect those rights, and no waiver of any right or breach shall be considered a waiver of any other right or breach. You may not transfer your rights or obligations under these Terms of Use, but we may transfer our rights and privileges without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. These Terms of Use will be binding and will benefit the parties, their respective successors, and permitted assigns.
These Terms of Use will remain in effect as long as we provide you with access to and use of the Site, Application, and/or Services. The sections titled “Content and Materials,” “Warranties, Disclaimers, and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemnification” will survive any termination or expiration of these Terms of Use.
Questions? Contact us at support@wokeandlit.com