This User Agreement (this “Agreement”) is a contract between you (“you” or “User”, which includes both Clients and Practitioners) and ZUSTFINE, a venture of Sumsom Technologies Pvt. Ltd. (“ZUSTFINE”, “we”, or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website www.ZUSTFINE.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors. This also includes all services, applications and products that are accessible through the Site and all ZUSTFINE mobile applications whether provided by us or our Affiliates. This Agreement includes and hereby incorporates the agreements and Site usage policies and as such agreements and policies may be modified by ZUSTFINE from time to time. Subject to the conditions set forth herein, ZUSTFINE may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change in that case, we will notify you in writing or email, before the Substantial Change becomes effective. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement you remain bound by the Terms of Service. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES.
1. DIGITAL SIGNATURE
By registering for a ZUSTFINE account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you sign up for an Account, pursuant to the prevailing Indian laws regulating the cyber contracts. Your Account sign up and/or registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments for your reference.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection to your use of this site and its services you may have to receive certain records, such as contracts, notices, invoices and communications, in writing. You give us permission to provide these records to you electronically instead of in paper form. ZUSTFINE will make all reasonable efforts to ensure that a paper form record is issued and mailed to you in exceptional cases like audit or demand by Law enforcing agencies.
3. ZUSTFINE ACCOUNTS
Account Eligibility : To use the Site Services, you must register for an Account with ZUSTFINE. ZUSTFINE offers the Site Services for you as a Client to get the Counselling Services from the Practitioners and to the Practitioners to provide the Counselling Services. To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account and by using the Site Services, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and of Practitioner Services; and (c) perform your obligations to provide services as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. ZUSTFINE reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement.
Account Registration : You agree to provide true, accurate, and complete information on all registration and other forms on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about yourself. You must not provide false or misleading information about your skills or the services you provide.
Usernames and Passwords : When you sign up for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password.
General Audience Service: The Service is for general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that ZUSTFINE has collected Personal Information from your child, please contact us at: [email protected]
Feedback : ZUSTFINE encourages you to leave objective balanced feedback about Users (Practitioners) with whom you have transacted/consulted/Counselled. ZUSTFINE provides its public feedback system as a means through which Users can share their opinions publicly and ZUSTFINE does not monitor or censor these opinions. ZUSTFINE does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that ZUSTFINE do so. You may be held legally responsible and accountable for any consequences for damages suffered by other Users as a result of your remarks if such remarks are legally actionable or defamatory. ZUSTFINE is not legally responsible for any feedback or comments posted or made available on the Site by any Users, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, ZUSTFINE reserves the right (but is under no obligation) to remove posted feedback or information that in ZUSTFINE’s sole judgment violates the Terms of Service.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a platform/technology enabler where Users, Individuals, or group and Practitioners can identify each other and communicate to avail and impart Counselling Services online or through online platform. Subject to the terms of this Agreement, ZUSTFINE provides the Site Services to both Users and Practitioners. If a User and Practitioner agree on terms for Services, a Service Contract is formed directly between such User and Practitioner, subject to the provisions set forth in Section 5 (Contractual Relationship between User and Practitioner). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
5. CONTRACTUAL RELATIONSHIP BETWEEN USER AND PRACTITIONER
Service Contracts : You acknowledge and agree that ZUSTFINE is not a party to any Service Contracts, and that the formation of a Service Contract between a User/Client and a Practitioner will not, under any circumstance, create an employment or other service relationship between ZUSTFINE and the Practitioner.
6. PAYMENT TERMS
Service Fee : When a User pays a Practitioner, or when funds related to an engagement are otherwise released to a Practitioner as required by the applicable payment Instructions, ZUSTFINE will credit the Practitioner’s Account though electronic fund transfer after deducting the relevant charges and Practitioner agrees to pay ZUSTFINE for creating, hosting, maintaining, and providing the Site and Site Services (the “Service Fee”).
Membership Fees : There will be a membership fee to be paid by the Practitioner and when a Practitioner signs up with Zustfine he/she will be intimated about the amount to be paid as membership fee.
Disbursements to Practitioners : Under the relevant Payment Instructions, ZUSTFINE automatically disburses funds that are payable to Practitioner for the Engagement (less any applicable ZUSTFINE fees) to Practitioners (according to the payment instructions provided to ZUSTFINE) within 5 days after the Practitioner Fees are paid by User once the counselling is marked as closed by the Client. Any advance paid by the Client will remain with ZUSTFINE and final settlement of fund will happen post approval and closure of the counselling by the Client. Practitioner agrees that it will not receive interest or other earnings on the funds held by ZUSTFINE prior to disbursement to Practitioner.
Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, ZUSTFINE may hold the disbursement of the Practitioner Fees. Additionally, ZUSTFINE may also hold the disbursement of the Practitioner Fees if: (a) we require additional information, such as Practitioner’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Practitioner Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we deem necessary in connection with any investigation; or (f) required by applicable law.
In cases of fraud, abuse, or violation of this Agreement, ZUSTFINE reserves the right to revoke any payments and hold and/or reclaim all Practitioner Fees. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or engagement; if we discover erroneous or duplicate transactions. You agree that we have the right to obtain such reimbursement. Failure to pay for reimbursements of chargebacks can be a cause for termination of all the Services provided by ZUSTFINE.
Non-payment : If Client fails to pay the Practitioner Fees or any other amounts due under this Agreement, ZUSTFINE may suspend or close Client’s Account and revoke Client’s access to the Site. Without prejudice to other available remedies, User must pay ZUSTFINE upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the rate of 1.5% per month plus other costs of collection to the extent permitted by applicable law.
No Return of Funds : IUser acknowledges and agrees that ZUSTFINE will charge User’s designated Payment Method for the Practitioner Fees. User agrees that once ZUSTFINE charges User for the Practitioner Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. User also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for User resolve disputes.
Formal Invoices and Taxes : ZUSTFINE will be issuing formal invoices to both Clients and Practitioners. ZUSTFINE will be adding the Service Tax, to be paid by the Client, to the invoice amount. Zustfine will deduct the Service Tax form the invoice amount and remit to the Tax Authorities on behalf of registered Practitioners. ZUSTFINE will issue an invoice the Practitioners too, having all the related financial details.
Limited Payment Protection : In the rare event that a User does not make payment for legitimate services performed by a Practitioner, ZUSTFINE will provide limited payment protection to the Practitioner as detailed in this Section as a membership benefit to foster fairness, reward loyalty, and encourage the Practitioner to continue to use the Site Services for their Services.
ZUSTFINE will make reasonable efforts to follow up with the User/Client to get the receivable payment. This does not bind ZUSTFINE to make any payment to the Practitioner without getting the payment from the User.
From the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “ZUSTFINE Relationship”).
You agree to notify ZUSTFINE immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to ZUSTFINE by sending an email message to:[email protected]
8. SERVICE CONTRACT TERMS
Unless otherwise agreed to in a writing signed by both User and Practitioner the default terms and conditions of the Service Contract that a Practitioner enters directly with a User when the Practitioner agrees to provide Counselling Services to the User are as set forth in this Section 8, Sections 9 through 13, and the other agreements referenced in Section 5.1 (Service Contracts). User and Practitioner may agree between them on any additional or different terms for their Service Contract as long as such terms do not affect the rights or responsibilities of ZUSTFINE or violate the Terms of Service. ZUSTFINE is not a party to any Service Contract by or between Users (Client and Practitioner), except as a third-party beneficiary as described further below.
Services : Practitioner will perform the Practitioner Services in a professional and workmanlike manner and will timely deliver any agreed upon Services. The manner and means of performing the Practitioner Services will be determined and controlled by Practitioner. To avoid any doubt, ZUSTFINE will not interfere the way services are delivered by the registered Practitioners unless they are violating this User Terms or any applicable law.
Dispute Resolution : With respect to disputes arising between Clients and Practitioners, you agree to abide by the Dispute Resolution Policy. ZUSTFINE will assist with all possible and reasonable intervention to resolve the disputes, if any, between the Client and Practitioner.
Termination of a Service Contract : Either User or Practitioner has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Practitioner Services, in the event of a material breach, or with the consent of the other party.
Intellectual Property Rights : Any intellectual property is created as part of the Services provided by a Practitioner will remain the Intellectual property of the Practitioner and ZUSTFINE will have no rights or interest on such properties. ZUSTFINE will have all the rights and interest on the materials, processes and methodologies including the residual technology created in due process of providing the platform for a User and a Practitioner to avail ZUSTFINE’s Web (online) Services.
9. RELATIONSHIP WITH ZUSTFINE
ZUSTFINE is not a party to the dealings between User/Client and Practitioner, including posts, proposals, screening selection, contracting, and performance of Practitioner Services. ZUSTFINE merely makes the Site Services available to enable Practitioners to identify and determine the suitability of Users for themselves and to enable Users to identify and determine the suitability of Practitioners for themselves. ZUSTFINE does not, in any way, supervise, direct, or control Practitioner or Practitioner’s work. ZUSTFINE does not set Practitioner’s work hours, work schedules, or location of work, nor is ZUSTFINE involved in determining the Practitioner Fees for a Service Contract. ZUSTFINE will not provide Practitioner with training or any equipment, labor, or materials needed for a particular Service Contract. ZUSTFINE does not provide the premises at which the Practitioner will perform the work. ZUSTFINE makes no representations about, and does not guarantee the quality, safety, or legality of, the Practitioner Services; the truth or accuracy of Practitioner’s listings on the Site; the qualifications, background, or identities of Users; the ability of Practitioners to deliver the Practitioner Services; the ability of Users to pay for the Practitioner Services; or that a User or Practitioner can or will actually complete a transaction.
ZUSTFINE is not required to and may not verify any feedback or information given to us by Practitioners or Users, nor does ZUSTFINE perform background checks on Practitioners or Users.
You hereby acknowledge and agree that ZUSTFINE may provide information on the Site about a Practitioner or User, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Practitioners or Users voluntarily submit to ZUSTFINE and does not constitute and will not be construed as an introduction, endorsement, or recommendation by ZUSTFINE; ZUSTFINE provides such information solely for the convenience of Users.
10. THIRD-PARTY BENEFICIARY
User and Practitioner appoint ZUSTFINE as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, ZUSTFINE hereunder. User and Practitioner further agree that ZUSTFINE has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and ZUSTFINE, except and solely to the extent expressly stated in this Agreement.
11. GENERAL - SERVICE CONTRACTS
Service Contracts by and between Practitioner and User will be governed by Sections 8 (Service Contract Terms), 9 (Relationship with ZUSTFINE), 10 (Third-Party Beneficiary), 11 (General - Service Contracts), 14 (Confidential Information), 21 (General) and 22 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
12. ZUSTFINE’S ROLE
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Practitioners; (b) ZUSTFINE is not a party to any Service Contracts between Users and Practitioners; (c) you are not an employee of ZUSTFINE, and ZUSTFINE does not, in any way, supervise, direct, or control the Practitioner or Practitioner Services or quality of services provided by Practitioners; (d) ZUSTFINE will not have any liability or obligations under or related to Service Contracts between Client and Practitioner; (e) ZUSTFINE has no control over Practitioners or the Practitioner Services; and (f) ZUSTFINE makes no representations as to the reliability, capability, or qualifications of any Practitioner or the quality, security, or legality of any Practitioner Services, and ZUSTFINE disclaims any and all liability relating thereto.
13. LICENSES AND SITE USE
Site License : Subject to the conditions on compliance with this Agreement, ZUSTFINE grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Practitioner Services as permitted by this Agreement. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. The ZUSTFINE logos and names are trademarks of ZUSTFINE and may be registered in certain jurisdictions.
Mobile and Other Devices : When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
Site Updates : We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features. Updates may also modify or delete in their entirety certain features and functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. ZUSTFINE reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice.
14. CONFIDENTIAL INFORMATION
Confidentiality : To the extent a User or Practitioner provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Practitioner Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Practitioner).
Return : If and when Confidential Information is no longer needed for the performance of the Practitioner Services for a Services Contract or at User’s or Practitioner’s written request, the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Publication : User, Practitioner, and ZUSTFINE will not publish, or cause to be published, any other party’s Confidential Information, except as may be necessary for performance of Practitioner Services for a Services Contract.
15. LIMITATION OF LIABILITY
ZUSTFINE is not liable, and you agree not to hold it responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or defects of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account;
your reliance on the quality, accuracy, or reliability of services, Practitioner profiles, ratings, recommendations, and feedback , or metrics found on, used on, or made available through the Site; and your need to modify practices, or your loss of or inability to do business, as a result of changes to the Terms of Service.
In addition to the recognition that ZUSTFINE is not a party to any contract between User and Practitioner, you hereby release ZUSTFINE, its Affiliates, and its respective officers, directors, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Practitioner Services provided to User by a Practitioner and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless ZUSTFINE, its Affiliates, and its respective directors, officers, employees, and representatives(each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you; (c) failure to comply with this Agreement by you; (d) failure to comply with applicable law by you; (e) negligence, willful misconduct, or fraud by you; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you.
18. AGREEMENT TERM AND TERMINATION
This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and ZUSTFINE expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to [email protected] In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) ZUSTFINE will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to ZUSTFINE for any Site Services and to any Practitioners for any Practitioner Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or ZUSTFINE from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting ZUSTFINE’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or ZUSTFINE or our Affiliates. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without ZUSTFINE’s prior written consent.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If required by law, ZUSTFINE will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which ZUSTFINE will have no liability whatsoever.
Enforcement of Agreement : ZUSTFINE has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting ZUSTFINE’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or ZUSTFINE.
Consequences of Agreement Termination : Termination of this Agreement and/or closing of your Account will not relieve User of the requirement to pay for Practitioner Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, User hereby authorizes ZUSTFINE to charge to its Payment Method pursuant to Section 6 (Payment Terms).
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we understand, in our sole judgment, that giving notice may cause damage. You agree as follows: IF ZUSTFINE DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, ZUSTFINE HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
Survival : After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
Dispute Process and Scope : If a dispute arises between you and ZUSTFINE, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and ZUSTFINE agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with ZUSTFINE, the termination of your relationship with ZUSTFINE, or the Site Services in accordance with this Section. All the Parties will make reasonable efforts to settle the dispute amicably. If unresolved then parties can amicably and mutually agree to opt for arbitration.
Choice of Law : This Agreement and any Claim will be governed by and construed in accordance with the applicable laws of Union of India.
Entire Agreement : This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and ZUSTFINE relating to the subject matter hereof. Even though ZUSTFINE drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or ZUSTFINE because of the authorship of any provision of this Agreement.
Compliance : User will not violate any applicable National, State, or local laws or on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations.
Modifications : No modification or amendment to this Agreement will be binding upon ZUSTFINE unless in a written instrument signed by a duly authorized representative of ZUSTFINE. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section does not apply to amendments to this Agreement posted by ZUSTFINE to the Site from time to time.
No Waiver : The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
Assignability : User may not assign this Agreement, or any of its rights or obligations hereunder, without ZUSTFINE’s prior written consent in the form of a written instrument signed by a duly authorized representative of ZUSTFINE (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). ZUSTFINE may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void.
Severability : If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Force Majeure : The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance by such party will be extended by the period of such delay.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with ZUSTFINE.
“User” means any authorized User/Client utilizing the Site to seek or provide Practitioner Services from another User/Practitioner. From time to time, ZUSTFINE may act as a User, and the terms and conditions of this Agreement applicable to Users will apply to ZUSTFINE when ZUSTFINE acts in this way.
“User Deliverables” means requests, intellectual property, and any other information or materials that a Practitioner receives from a User to perform Practitioner Services.
“Confidential Information” means User Deliverables, Practitioner Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Practitioner Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Practitioner or User; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for Practitioner Services that a Practitioner provides to a User under a Service Contract on the Site.
“Practitioner” means a person who has been designated as a Practitioner formally by the condition of fulfilling the requisite education and other formalities as prescribed by the profession.
“Practitioner Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Practitioner in the Time Logs, multiplied by the hourly rate set by the Practitioner; (b) for a Fixed-Price Contract, the fixed fee agreed between a User and a Practitioner; and (c) any other payments made by a User.
“Practitioner Services” means all services performed for or delivered to Users by Practitioners.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit/debit card issued by a bank acceptable to ZUSTFINE, a bank account linked to your Account, a Payment gateway account, a debit card, or such other method of payment as ZUSTFINE may accept from time to time in its sole discretion.
“Service Contract” means, as applicable, (a) the contractual provisions between a User and a Practitioner governing the Practitioner Services to be performed by a Practitioner for User for an Engagement.
“Site Services” means all services that are accessible through the Site.
“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
“Work Product” means any tangible or intangible results or deliverables that Practitioner agrees to create for, or actually delivers to, User as a result of performing the Practitioner Services.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to ZUSTFINE.