CoinSwitch Partner Program - Terms and Conditions – CoinSwitch Kuber

CoinSwitch Partner Program - Terms & Conditions

This CoinSwitch Partner Program Agreement (“Agreement”) contains the terms and conditions that govern your participation in the CoinSwitch Partner Program (the “Program”).

“CoinSwitch”, “We,” “us,” or “our” means Bitcipher Labs LLP. “You” or “your” or “Partner” means the applicant / referral partner meeting the eligibility criteria specified by us, from time to time, in the Eligibility Section of the CoinSwitch Platform or otherwise.

CoinSwitch and Partner will be individually referred to as a “Party” and collectively referred to as “Parties”.

A “site” means a website, platform, page and/or handle on any digital / social media platforms now known or later devised including but not limited to YouTube, Facebook, Instagram, Twitter, LinkedIn, Snapchat, including any feature or functionality thereof.

“CoinSwitch Platform” means the platform including the mobile applications operated by us currently under the name and style of “CoinSwitch”. CoinSwitch reverse the right to modify the name at any point without any prior notice to You and in its sole discretion.

“Your Site” means any site(s), any web/software application(s), any social media platform and any mobile application that you link or use for the purpose of this Program with respect to the CoinSwitch Platform.

BY CHECKING THE BOX ON THE APPLICATION FORM FOR PROGRAM THAT INDICATES THAT YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF ANY CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE CoinSwitch PLATFORM, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR AND ARE NOT RESTRICTED IN ANY MANNER WHATSOEVER) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING COINSWITCH PARTNER PROGRAM PARTICIPATION REQUIREMENTS, THE COINSWITCH PARTNER PROGRAM CHECKLIST, PLAYBOOK FOR CRYPTO ADVERTISING AND OTHER ELIGIBILITY CRITERIA AS NOTIFIED FROM TIME TO TIME (D) YOU AGREE TO COMPLY WITH THE ASCI GUIDELINES ON VDA, ASCI GUIDELINES FOR INFLUENCER, ASCI GUIDELINES FOR ADVERTISING, BACC GUIDELINES FOR CRYPTO ADVERTISING (ALL AS AMENDED FROM TIME TO TIME).

Description of the Program The purpose of the Program is to permit you to advertise and market CoinSwitch Platform on Your Site and to earn fees (defined hereinafter) for Qualifying Transactions made by end users referred by you (“your end users”). In order to facilitate your marketing of CoinSwitch Platform, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the CoinSwitch Platform.
Enrolment To begin the enrolment process, you must submit a complete and accurate Program application that is made available by CoinSwitch on its website or otherwise. You must identify Your Site/s in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that Your Site is unsuitable or for any other reason, We deem fit. Unsuitable sites include those that:
promote unethical or illegal content;
promote or contain sexually explicit materials;
promote violence or contain violent materials;
promote or contain defamatory materials;
promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
promotes indecent, abusive, vulgar behaviour especially in the depiction of women;
promote or undertake illegal activities;
promote breach of any laws;
promote discriminatory, obscene or immoral content;
promotes threats, harassment, intimidation;
promotes behaviour that is hurtful of religious sentiments
is against public policy of India;
promotes or feature any kind of usage of tobacco and/or alcohol-based products;
promotes abuse and labour of minors;
infringe third party intellectual property rights;
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that Your Site is unsuitable, we may terminate this Agreement at any time in our sole discretion.
You will ensure that the information in your application for the Program and otherwise associated with your account, including your email address and other contact information and identification of Your Site, is at all times true, complete, accurate, and up to date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
Links on Your Site After you have been notified that you have been accepted into the Program, you may display Special Links (defined hereinafter) on Your Site, if so determined by Us. “Special Links” are links to the CoinSwitch Platform provided by us to you that you place on Your Site in accordance with this Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the CoinSwitch Partner Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of fees. In place of Special Links, We may provide unique code to each Partner. You may earn the fees only as described in Section 7 and only with respect to activity on the CoinSwitch Platform occurring directly through Special Links or your unique Voucher Code so provided or determined by us. We will have no obligation to pay you fees if you fail to properly format the links on Your Site to the CoinSwitch Platform as Special Links, including to the extent that such failure may result in any reduction of fee amounts that would otherwise be paid to you under this Agreement.
Program Requirements By participating in the Program, you agree that you will comply with the requirements as prescribed by us from time to time, and all pages, schedules, policies, guidelines, as provided from time to time, and other documents and materials referenced in this Agreement (collectively, “Operational Documentation”). You will provide us with any information that we request to verify your compliance with this Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the CoinSwitch Partner Program participation requirements page or any other Operational Documentation or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any fees payable to you under this Agreement; (b) close any other accounts you may have or may open in the future, without payment of any fees; (c) terminate this Agreement; or (d) undertake all of the above actions. In addition, you hereby consent to us:
sending you emails and other communications relating to the Program from time to time;
monitoring, recording, using, and disclosing information about Your Site and visitors to Your Site that we obtain in connection with your display of Special Links (e.g., that a particular CoinSwitch customer clicked through a Special Link from Your Site before using CoinSwitch Platform) in accordance with terms of use and privacy policy of CoinSwitch; and
monitoring, crawling, and otherwise investigating Your Site to verify compliance with this Agreement and the Operational Documentation.
Responsibility for Your Site You will be solely responsible for Your Site, including its development, operation, and maintenance and all materials that appear on or within it. You shall ensure all such material on Your Site complies with the applicable laws and the respective policies so prescribed by the relevant site. For example, you will be solely responsible for:
the technical operation of Your Site and all related equipment;
displaying Special Links and Content on Your Site in compliance with this Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts Your Site);
creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on Your Site (including all materials and any information you include within or associate with Special Links);
using the Content, Your Site, and the materials on or within Your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
using the Content, Your Site, and the materials on or within Your Site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
disclosing on Your Site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and
any use that you make of the Content and the CoinSwitch Marks, whether or not permitted under this Agreement. We will have no liability for these matters or for any of your end users’ or third party claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) Your Site or any materials that appear on Your Site, including the combination of Your Site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of Your Site or any materials that appear on or within Your Site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Agreement or any Operational Documentation; or (e) your or your employees' negligence or wilful misconduct or misrepresentation. CoinSwitch shall not be liable for You doing or not doing something nor for your misconduct and/or wrong doings, false statements or failure to comply with the requirements of this Agreement, including but not limited to the Coinswitch Partner Program Checklist and Playbook for Crypto Advertising. Material created by You for the purpose of uploading it on Your Site shall be your sole responsibility and the accuracy of such material shall not be endorsed or guaranteed by CoinSwitch. CoinSwitch and its affiliates, successors, assigns, employees, agents, directors, and officers assume no responsibility or liability including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation; which may arise from anything that is uploaded by the You including the material created by you for the purpose of the Program.
Order Processing We will process orders placed by customers who follow Special Links from Your Site to the CoinSwitch Platform. We reserve the right to reject orders that do not comply with any requirements on the CoinSwitch Platform, as they may be updated from time to time. We will track Qualifying Transactions (defined in Section 7) for reporting and fee accrual purposes and will make available to you reports summarizing those Qualifying Transactions.
Fees We will pay you fees on Qualifying Transactions in accordance with Section 8 and the CoinSwitch Partner Program Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to either adjust or offset the same against any subsequent fees payable to you under this Agreement or you agree to forthwith return the excess amount to CoinSwitch within a period of 48 (forty-eight) hours. Subject to the exclusions set forth below, a “Qualifying Transaction” occurs when (a) a new customer clicks through a Special Link on Your Site to the CoinSwitch Platform or uses Your unique voucher code, and downloads the mobile application and completes the entire KYC process successfully, registers a bank account successfully and makes his/her/its first purchase on the CoinSwitch Platform; or (b) a user uses the CoinSwitch Partner Code provided / linked to you for first time install of the CoinSwitch Platform and completes the KYC process, registers a bank account and makes his/her/its first trade on the CoinSwitch Platform.
Fees Payment We will pay you fees on a monthly basis for Qualifying Transactions in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately within 60 days following the end of each calendar month provided however ten (10) successful Qualifying Transactions have been completed using your Special Link, but we may accrue and withhold fees until the total amount due to you is at least INR1000/- (Indian Rupee One Thousand only) in case of NEFT transfers. The fees payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that We can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:
timely issuance of GST compliant invoices;
making the invoices available to CoinSwitch;
depositing applicable taxes on a periodic basis; and
correctly reporting them to the government under tax laws.
If at any time credit of taxes is denied or payment of taxes is sought from us, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify us against any denied credits or taxes recovered as well as any interest and penalties imposed on CoinSwitch. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the fees payable to you. As an Indian resident, fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. We will deduct or withhold taxes as per the provisions of Income Tax Act from any amounts payable to you under the CoinSwitch Partner Program as mentioned above. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. If you have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. If we deduct or withhold taxes from fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on fees payable to you. You hereby agree that you will not pursue any claim against CoinSwitch or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes CoinSwitch deposits with a relevant taxing authority pursuant to this Agreement.

Special Program Fees or Promotions

From time to time, we may run general special programs or promotions that may provide all or some affiliates the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), CoinSwitch reserves the right to discontinue or modify all or part of any special program or promotion at any time.

Customers who buy products through this Program are customers of the CoinSwitch Platform with respect to all activities they undertake in connection with the CoinSwitch Platform. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the CoinSwitch Platform will apply to those customers, and the same may be changed at any time.

Identifying Yourself as a Paid Partner Save and except provided herein, You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement: “As an CoinSwitch Partner, I earn from Qualifying Installations / Transactions.”
Limited License Subject to the terms of this Agreement and solely for the limited purposes of marketing for, and directing end users to, the CoinSwitch Platform in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on Your Site in the form and manner approved by us; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “CoinSwitch Marks”) solely on Your Site and in accordance with the CoinSwitch Partner Program trademark guidelines, if any, prescribed by us (“License”). All licenses set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Operational Documentation, or otherwise upon termination of this Agreement or upon request from us. In addition, we may terminate the license set forth in this Section 10 in whole or in part upon written notice to you. You will promptly remove from Your Site and delete or otherwise destroy all of the Content and CoinSwitch Marks with respect to which the license set forth in this Section is terminated or as we may otherwise request from time to time. The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Operational Documents or, or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Content and promptly remove from Your Site and delete or otherwise destroy all of the Content and CoinSwitch Marks. Other than the limited licenses expressly set forth in this Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, CoinSwitch Marks, Content, any domain name owned or operated by us, information and materials on any CoinSwitch Platform or, our and our affiliates’ trademarks and logos (including the CoinSwitch Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials). If you provide us or any of our affiliates with your image, suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (a) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (b) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright or other intellectual property rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission. You agree that you shall not, directly and indirectly, consult with or render the services for, or in any other manner engage in any business with any platform/service in competition with CoinSwitch, during the Term (as mentioned in Section 12 below), including but not limited to CoinDCX, WazirX, Bitbns, Unocoin, Zebpay etc (“CoinSwitch’s Competitors”). Notwithstanding the foregoing, CoinSwitch may work with any other artist/influencer at its sole discretion.
Compliance with Laws In connection with your participation in the Program you will comply with all applicable laws of ****India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.
Term and Termination The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Agreement, any and all licenses you have with respect to Content or CoinSwitch Mark or the Special Links will automatically terminate and you will immediately stop using the Content, Special Links and CoinSwitch Marks and promptly remove from Your Site and delete or otherwise destroy all links to the CoinSwitch Platform, Special Links and all CoinSwitch Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program. We may withhold accrued unpaid fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties intended to survive termination or expiry, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
Modification We may modify any of the terms and conditions contained in this Agreement including but not limited to any Operational Documentation, terms of use and privacy policy of CoinSwitch, CoinSwitch Partner Program Checklist and Playbook for Crypto Advertising at any time and in our sole discretion by posting a change notice or a revised version of the modified document on the CoinSwitch Platform or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the CoinSwitch Partner Program Fee Schedule, CoinSwitch Partner Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE CoinSwitch PLATFORM OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties Both the Parties are independent contractors, and nothing in this Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on Your Site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself. The name of the program, i.e., “CoinSwitch Partner Program”, the headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. Nothing in this Agreement creates or is intended to create an association, trust, partnership, agency, joint venture, employee-employer, principal - agent or any other same or similar legal relationship between the Parties, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to either Party. This Agreement is executed purely on a principal-to-principal basis.
Limitation of Liability WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE CoinSwitch PLATFORM, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE CoinSwitch PLATFORM, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
Disclaimers THE PROGRAM, THE CoinSwitch PLATFORM, ANY PRODUCTS AND SERVICES OFFERED ON THE CoinSwitch PLATFORM, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT,COINSWITCH.IN DOMAIN NAME AND OUR TRADEMARKS AND LOGOS (INCLUDING THE CoinSwitch MARKS), AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE CoinSwitch PLATFORM, OR THE COINSWITCH PARTNER PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Governing law and Disputes This Agreement will be governed by the laws of the India, without regard to the principle of conflict of laws. The courts at Bangalore shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Agreement. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
Miscellaneous Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply. Neither Party is or shall act as or be the agent or representative of the other Party. You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with Your Site. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. CoinSwitch may assign, transfer, sub-contract, delegate and/or grant all or any part of its rights, privileges and properties hereunder to any person or entity. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Any information relating to us or our affiliates provided by us in connection with the Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain CoinSwitch's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). If any provision or provisions of this Agreement is held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable laws.

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