XYID Private Limited a Company engaged in development and deployment of computer hardware for consumer, domestic, commercial and industrial applications, is the owner and publisher of (www.xyid.com) (the term “Website” shall unless repugnant to the context thereof mean include all other websites, mobile application (“App”) and online resources owned by XYID including but not limited to (www.xyid.com) and the App). These terms and conditions “Terms” shall govern the use of the Website and/or mobile application by any “User” willing to browse, access the website, register and / or use any Product, Services offered by the Website/App. All Users are requested to read through and understand these Terms prior to accessing or using the Product/Services.

These Terms is an electronic document as defined under the Information Technology Act (IT) 2000 and all other laws as amended by the IT Act 2000. This document does not require any signatures (physical or digital) and usage of XYID Products or Services and the Website and/or mobile application, deems that the User has accepted the Terms detailed below, including any and all revisions, amendments, modifications and deletions made. The Website reserves the right to make changes to these Terms at any point in time without intimation to the User.

These Terms shall also govern the use of the Website/App by any User’s representatives, agents, guardians, subsidiaries and employees and the User shall be responsible for any action taken by their respective representative, agent, subsidiary or employee. The User shall be solely responsible for any and all actions taken from his/her respective account.

Those Users who access the Website and/or App from outside India shall be responsible for compliance with Indian local laws if and to the extent that local laws are applicable.

1. Eligibility Criteria

1.1. The usage of the Website and App and its Products or Services shall not be available to any individual below the age of eighteen (18) or to any Users who are considered incompetent to contract within the meaning of the Indian Contract Act, 1872. Such Users who are below the age of eighteen (18) may avail the Products/ Services offered by the Website/App through their guardian in accordance with the laws.

2. User Accounts and Registration

2.1. The Products and Services offered by XYID are intended only for such Users who have registered themselves with XYID and created an individual User Account.

2.2. Users who have not registered with XYID and have not created a User Account may not, either directly or indirectly, use or attempt to use the Products or Services.

2.3. Users may create a User Account by providing such information requested for on the Website and/or App. Users are requested to provide only true, accurate, complete and up to date information at the time of registration and/or wherever prompted by the Website/App. Users shall be required to ensure that all the information submitted by them at the time of registration is kept up to date, continues to be relevant and complete as long as they are registered on the Website and/or App.

2.4. Users are responsible for maintaining the Confidentiality of the password and accounts and are fully responsible for all activities that occur under the account or password.

2.5. In the event XYID, in its sole discretion, determines that any User Account or any of the information provided by a User is inappropriate, incorrect, dishonest, misleading or fraudulent then XYID may modify, edit, alter, change, delete such information or terminate such User Account with or without any notice.

2.6. All User Accounts are intended to be used only by a single User. The sharing of account credentials and User Accounts is prohibited.

2.7. Users are requested to exercise necessary caution and to refrain from disclosing their account details to any person. Users shall be solely responsible in maintaining the security of their accounts.

2.8. Users agree to bear any charges incurred by them for any communications made by them to XYID, including but not limited to SMS, any electronic communication or any other mode of communication.

3. User Obligations

3.1. All Users agree to use the Products and/or Services, Website and App and the materials provided therein only for purposes permitted under the Terms.

3.2. The Users shall not hack, reverse engineer, replicate, reproduce any Product, Service or any materials on the Website and/or App. The User agrees and understands that the Website/App/Software/Firmware/Code of any Product or Service is not sold to the User and is merely licensed to such a User.

3.3. The Users shall be responsible for any and all actions arising out of the use of the Website/ App, Product or Service.

3.4. The Users shall keep themselves updated at all times the Terms. XYID is under no obligation to intimate any revision, change, modification, alterations of the Terms to the Users.

3.5. Users are obligated to use the Products, Services, Website and App for reasonable and lawful purposes only.

3.6. Users shall be liable to defend, indemnify and hold XYID, its officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney fees, expert witness fees, and costs of litigation arising out of your use of the Website and App, Products, Services, your violation of any rights of a third party.

3.7. Users shall not use the Website/App, Products, Services for any unlawful or unethical purposes. Users shall not use any material, device etc. which may transmit any and all malware to the Product, Website/App. The Users shall not use the Product or Service to harm, jeopardise XYID, its reputation and goodwill or any third party.

3.8. Users shall, before availing the Products and Services of XYID, ensure that they comply with all rules, regulations, laws that may be applicable or prohibit the use of the Product or Service in any jurisdiction they intend to use in. XYID shall at no point in time be liable for any cause or action, should the User fail to comply with this clause.

3.9. All Users hereby acknowledge that XYID and its affiliates may control the User Product/s for the purpose of providing services including but not limited to customer support, quality control, training, testing, diagnostics. XYID and its affiliates shall not be liable for any damage to the Product or otherwise as a result of such control by XYID.

3.10. All Users shall be solely responsible to complete their Know Your Customer (KYC) requirement as per law to obtain the SIM Card to use the Product. XYID shall not be liable for non-working of the Product attributable towards faulty KYC document.

3.11. Specific Users such as institutional Users may provide XYID with SIM cards to be built in the product. For reasons of clarity, all Users shall be the owners of the SIM cards inserted into the Product and XYID shall, under no circumstances be considered the owner of such SIM cards nor shall it be held liable for any actions that may arise out of the usage of such SIM cards.

3.12. All Users understand, agree and authorize XYID to manage and maintain the SIM cards on their behalf. Such maintenance services shall include but not limit to keeping a check on the data usage, bill payment services etc.

3.13. All Users understand and accept that the Product/s are of high voltage and are meant to be serviced by qualified individuals. No Product/s contains any User serviceable parts. XYID shall not be liable for any and all injuries, damage or any claim that may arise out of breach of this clause by the User.

4. Advertisements and Third-Party Content

4.1. XYID may at its sole discretion permit third parties to post advertisements, links and other content in certain areas of the Website/App or in any communications sent to Users. Such advertisements, links and other content shall be that belonging to and maintained by third parties and nothing contained herein shall be construed as an endorsement of any ideas, opinions or suggestions present in any advertisement, link or other content by XYID.

4.2. The advertisements and links displayed on the Website/App may redirect Users onto a third-party website having its own terms of use and privacy policy and Users are requested to be cautious while following any link or advertisement.

4.3. XYID shall not be liable for any loss or damages arising to any person while following any links or advertisements on the Website/App.

4.4. XYID shall not be a party to any transaction or agreement entered into by any User with any advertiser and hence, neither shall XYID be liable for any loss or damages caused to any User while transacting with any advertiser.

4.5. Users may rely on the contents of any advertisement or link at their sole option and risk. XYID advises all its Users to consult with an expert prior to relying on any information present in any link or advertisement.

5. Confidential Information

5.1. “Confidential Information” shall mean any and all trade secrets or other information which is deemed confidential or commercially sensitive and which is not in the public domain (other than through the wrongful disclosure by the User) and which belongs to any associates or representatives of XYID (whether stored or recorded in documentary or electronic form) and which (without limitation) relates to the proprietary information relating to the development, utility, operation, general or specific data, functionality, performance, cost, know-how, details of present and proposed businesses, formulas, ideas, strategies, techniques, policy, data related to employees, present or proposed vendors/customers, information regarding research and development, unpublished financial statements, budgets and other financial details, computer programming techniques, methodologies and related technical information, business or marketing plans, forecasts, licenses, prices or lists, quotes, bids, controls, operating procedures, organisation responsibilities, marketing matters and any or procedures, software programs and files, operating manuals, user manuals documentation, source code and any and all information pertaining to XYID’s application or software of any of its associates, subsidiaries or representatives.

5.2. Under no circumstances shall any User make any unauthorised use or disclosure of any Confidential Information.

5.3. XYID shall collect, store and use information submitted by and received from the Users.

5.4. Users hereby accept and agree that XYID may collect certain personal and personally identifiable information from Users and Users hereby consent to the collection and disclosure of the same to XYID’s service providers, partners, subsidiaries, associates, agents, employees, directors and representatives for the purposes of rendering the Products/Services.

5.5. No Party shall be liable for any unauthorised disclosure of any Confidential Information if:

5.5.1. Such information was already existing or freely available in the public domain;

5.5.2. Such information was disclosed due to no fault of the Parties and the same can be proven;

5.5.3. Such information was disclosed in order to comply with any law, order or direction received from any governmental authority or court having competent jurisdiction.

5.6. In the event, any User is disclosing any Confidential Information in order to comply with any law, direction or order, then such User shall immediately notify the same to XYID and shall only disclose such portion of the Confidential Information required to be disclosed.

5.7. Users shall be bound by terms of service of payment gateways, if any. XYID shall not be liable for any fraud or non-compliance of such terms by the Users. Users accept and agree to indemnify XYID should XYID incur any losses that may arise out of such fraud or non-compliance by Users.

5.8. Users acknowledge that Users may have to disclose certain information to payment gateways for making the payment or certain information may be collected by payment gateways during the transaction. The Users acknowledge and agree that XYID shall not be liable for collection, use, misuse or any losses that Users may incur as a result of such information collection.

6. Intellectual Property

6.1. Any and all Intellectual Property present anywhere within the Website/App or the Products or Services, including but not limited to any patents, trademarks, logos, icons, domain names or copyright, shall be that belonging to XYID or otherwise duly licensed or obtained and Users shall not in any manner use the same unless with the express written consent from XYID.

6.2. Users are hereby expressly prohibited from reverse engineering, decompiling, disseminating, disassembling or using any other means to know, understand or obtain the source code forming a part of the Website/App or Services.

6.3. Any and all software, information, data, content including but not limited to any images, audios, videos or text that may be viewed, accessed or downloaded from the Website and/or App shall be that belonging to XYID or otherwise duly licensed.

6.4. In the event, any User infringes or makes any unauthorised use of any Intellectual Property belonging to XYID, XYID reserves the right to exercise all rights available to it under law.

6.5. Material and content available anywhere on the Website/App or the Products or Services may be made available subject to certain limitations including limitations pertaining to its use, reproduction, distribution and dissemination. Users shall be solely responsible in ensuring that they are complying with such limitations.

7. Indemnity and Limitation of Liability

7.1. Users shall indemnify or otherwise hold XYID harmless from any and all loss, damages, costs (including reasonable attorney fees), claims, actions or suits arising due to the acts or omissions of the User including but not limited to any unauthorised use or disclosure of Confidential Information or the unauthorised or unlawful use of the Products and/or Services.

7.2. Users shall be responsible for any and all actions that may arise out of their use of the Website/App, Product, Service. XYID shall not be made a party to any suit that may be instituted against the User.

7.3. USER HEREBY ACKNOWLEDGES THAT THE PRODUCT IS NOT RECOMMENDED FOR MISSION CRITICAL APPLICATIONS THAT MAY DIRECTLY OR INDIRECTLY CAUSE LOSS OF LIFE OR INJURY OR ANY KIND OF DAMAGE TO PROPERTY. XYID SHALL NOT BE HELD RESPONSIBLE FOR ANY SUCH USE OR DAMAGE CAUSED AND XYID SHALL BE HELD HARMLESS UNDER ALL SUCH INSTANCES.

7.4. XYID shall use best efforts to make the Website and/or App and the Services available continuously without any interruptions. However, XYID shall not be liable for any non-availability or non-functionality of the Website, App or the Services for any reason.

7.5. XYID may, at its discretion, bring down or restrict access to the Website/ App and/or the Services, either temporarily or permanently and without any prior notice for any reason including but not limited to maintenance, upgrading or to make changes to and/or improve upon the Website, App and/or the Services. Such down time or disruptions may not be foreseeable by XYID and neither shall XYID be able to provide the duration of such down time or disruptions. Users hereby accept and agree that XYID shall not be liable for any loss or damages caused due to such disruptions or downtime.

7.6. USERS HEREBY ACCEPT AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL XYID, ITS SERVICE PROVIDERS, PARTNERS, AGENTS, AFFILIATES, REPRESENTATIVES, AGENTS, EMPLOYEES OR DIRECTORS BE LIABLE FOR ANY LOSS, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS OF OPPORTUNITY OR LOSS OF INFORMATION WHETHER ARISING OUT OF THIS AGREEMENT, UNDER TORT (INCLUDING NEGLIGENCE) OR DUE TO THE USE OF THE SERVICES REGARDLESS OF WHETHER XYID HAD BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

7.7. Under any circumstances, the maximum extent of XYID’s liability, if any, shall be limited to 0.01% of the amount paid by the User for availing the Product or Service.

7.8. XYID shall not be liable for any loss, damages arising or for any non-performance or non-availability of the Services caused due to any Force Majeure or other event/reason.

7.9. On the occurrence of any unforeseeable event, for any reason, XYID may in its sole discretion terminate these Terms and/or cease the rendering of any or all Services.

7.10. XYID shall not be liable for any loss or damages arising to any person or entity due to the acts or omissions of any User.

8. Representation and Warranties

8.1. USERS REPRESENT AND WARRANT THAT THEY HAVE ALL NECESSARY RIGHTS AND AUTHORITY TO ENTER INTO AND BE BOUND BY THESE TERMS AND THAT NOTHING CONTAINED HEREIN SHALL BE IN VIOLATION OF ANY OTHER AGREEMENT OR UNDERSTANDING ENTERED INTO BY THEM.

8.2. XYID HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE WEBSITE, APP AND/OR THE SERVICE/PRODUCT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, ERROR FREE, FREE FROM ANY VIRUSES OR SHALL SERVE THE PURPOSES INTENDED BY THE USER. NEITHER DOES XYID MAKE ANY REPRESENTATIONS OR WARRANTIES PERTAINING TO THE ACCURACY, RELIABILITY, FITNESS, MANUFACTURING, MERCHANTABILITY OR COMPATIBILITY OF THE WEBSITE, APP, PRODUCTS OR THE SERVICES.

8.3. XYID HEREBY DISCLAIMS ANY WARRANTY OR GUARANTEE WITH RESPECT TO ANY TIMELY NOTIFICATION OF THE PRODUCT/ SERVICE. THE USERS ACKNOWLDEGE THAT ANY AND ALL SETTINGS, USAGE, APPLICATION SHALL BE SOLE RESPONSIBILITY OF THE USER AND THAT XYID SHALL NOT BE LIABLE OF ANY SUCH ACTION OF THE USER.

8.4. ALL OF THE INFORMATION PROVIDED BY XYID ANYWHERE WITHIN THE WEBSITE, APP SHALL BE PROVIDED ON AN ‘AS IS’ BASIS AND USERS MAY RELY ON THE SAME ONLY AFTER CONSULTING WITH AN EXPERT.

8.5. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, XYID HEREBY EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES TO THE EXTENT PERMITTED UNDER LAW.

8.6. THE USERS UNDERSTAND THAT THE SERVICES MAY BE DISRUSPTED AND/OR DISCONTINUED AS A RESULT OF SEVERAL FACTORS THAT ARE BEYOND THE CONTROL OF XYID INCLUDING BUT NOT LIMITED TO FORCE MAJEURE. FOR THE PURPOSES OF THESE TERMS, FORCE MAJURE SHALL MEAN AND INCLUDE UNINTENTIONAL INCIDENTS INCLUDING BUT NOT LIMITED TO ACT OF GOD (INCLUDING FIRES, EARTHQUAKES, FLOODS OR OTHER NATURAL CALAMITIES), WAR, HOSTILITIES, INVASION, REBELLION, STRIKES, LOCKOUTS, NUCLEAR EXPLOSIONS, REVOLUTION, RIOTS, SYSTEM BREAKDOWN, TECHNICAL FAILURES, HARDWARE OR SOFTWARE ERRORS, FAULTY THIRD PARTY PRODUCTS/ SOLUTIONS/ SERVICES.INTENTIONAL INCIDENTS INCLUDING BUT NOT LIMITED TO HACKING OF THE SERVERS BY ANY INDIVIDUAL, ANY INTERNAL OR EXTERNAL SABOTAGE OF THE SYSTEM. XYID SHALL TAKE ALL REASONABLE MEASURES TO RESTORE OR RESOLVE THE ISSUE TO THE BEST OF ITS ABILITIES.

9. Cancellation and Refunds

9.1. The Website and/or App in its sole discretion may cancel or suspend any User’s account in case the User’s actions are found in violation of these Terms. The Website and/or App may or may not give any prior notice to the User. In case of such cancellation the User shall not be entitled to any refunds.

9.2. In case the User decides to stop using the Website’s/ App Services due to any reason the User shall not be entitled to any form of refunds.

9.3. In case the User sends any account cancellation or service cancellation request to the Website/ App, the Website/App may cancel the account or such services. However, in such circumstances, the User shall not be entitled to any refunds.

10. Contact

10.1. Any User wishing to contact XYID for any may do so by referring to the Website contact page.

11. Modifications

11.1. XYID reserves the right to modify or amend the whole or any part of these Terms without any prior notice. In the event of any amendments or modifications to the same, the revised Terms shall commence to be binding upon the User from the time it is made available on the Website/ App. Hence, all Users are requested to frequently check for revisions of the Terms.

11.2. XYID reserves the right to introduce new limitations with regard to the access and use of the Website, App and the Services at any time and without any notice.

12. Entirety

12.1. These Terms and any other policy implemented by XYID from time to time shall form the entire agreement and understanding between the Users and XYID.

13. Severability

13.1. In the event that any part of these Terms are found to be invalid, unlawful or otherwise unenforceable, such invalid, unlawful, unenforceable portion shall be completely severable from this Agreement and shall be replaced with a provision that most closely reflects XYID’s intention while remaining valid, lawful and enforceable.

14. Waiver

14.1. Any delay on the Part of XYID in taking appropriate action against any User shall not be construed as a waiver of XYID’s right and shall not impede XYID’s right of taking action at a later stage.

15. Arbitration, Governing Law and Jurisdiction

15.1. In the event of a dispute or claim arising with regard to this Terms or any other Website/ App policy, the Users and XYID shall first attempt to resolve the same amicably through discussions.

15.2. In the event that the Parties are unable to solve the disputes or claims in an amicable manner, the Parties shall attempt to resolve the same through Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The Arbitrator shall be appointed by XYID and Users hereby consent to the same. The seat for such Arbitration shall be Bangalore and all Arbitration proceedings shall be in English.

15.3. These Terms shall be governed by and construed in accordance with all applicable laws of India and the courts at Bangalore shall have exclusive jurisdiction over any matter arising out of these Terms.