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Terms of Servicever 2.0. Last revised on October 28, 2010

  1. Introduction
  2. Applicability
  3. Fees and Payment
  4. User Information and Privacy
  5. Legal Disclaimer, Representations and warranties
  6. Indemnity, Termination and Modification
  7. Access and Rights
  8. Use of Vtrio Services
  9. Jurisdiction and Severability
  10. License, Trademarks and Ownership
  11. Third Parties and Third Party Links
  12. User Generated Content – Submissions/Permissions
  13. Copyright Infringement Claims
  14. Rules of Conduct
  15. Miscellaneous

1. INTRODUCTION.

1.1 Statement of Intent

THIS IS A LEGAL SERVICE AGREEMENT BETWEEN YOU AND VTRIO SOLUTIONS STATING THE TERMS, CONDITIONS AND/OR GUIDELINES THAT GOVERNS YOUR USE OF OUR WEB APPLICATIONS, WEB SERVICES, APPLICATIONS AND OUR CONSULTING SERVICES. THIS AGREEMENT TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, SERVICE SPECIFIC POLICIES, OTHER VTRIO POLICIES AND PRIVACY POLICY COLLECTIVELY CONSTITUTE THE ‘TERMS OF SERVICE’ BETWEEN YOU AND VTRIO. YOUR USE AND ENJOYMENT OF OUR SERVICES ARE SUBJECT TO THE COMPLETE AND IRREVOCABLE ACCEPTANCE, WITHOUT LIMITATIONS OR WARRANTY, EXPRESSED OR IMPLIED, OF ALL OUR TERMS, CONDITIONS, GUIDELINES AND POLICIES INCLUDING, BUT NOT LIMITED TO, THE CONDITIONS AND TERMS SET FORTH IN THIS TERMS OF SERVICE. BY AGREEING TO USE OUR SITE AND SERVICES YOU AGREE, WITHOUT LIMITAIONS OR WARRANTY, EXPRESSED OR IMPLIED, THAT YOU SHALL BE HELD LIABLE FOR ANY VIOLATIONS OF THESE TERMS AND CONDITIONS AND/OR ANY OTHER APPLICABLE SERVICE SPECIFIC POLICY, OR OTHER GENERAL POLICIES AND/OR OUR PRIVACY POLICY.

1.2 General Rules

The following terms and conditions (collectively, “Terms and Conditions”) contained in this Terms of Service (“Terms of Service” or “Agreement”), our Privacy Policy and all other supplementary documents, including but not limited to service-specific policies or documents, in connection therewith govern your use of the Vtrio Website (“Site”) located at www.vtrio.com (including any and all sub-domains), Web Applications, Web Services, Graphic Design Services, Applications and Consulting Services and any content made available from, through or on our Site and/or Service. The Site and/or Services are made available by Vtrio Solutions Pvt. Ltd located at Cochin, India. The following Terms and Conditions describes the terms on which Vtrio offers you access to its Site and/or Services. We may make changes to, or update or remove or add portions and/or sections to the Terms and Conditions and this Terms of Service at any time, at our sole discretion, without any obligation to notify you of any such changes. By using our Site and/or Service you accept and agree to the Terms and Conditions set forth in this Terms of Service, all other relevant policies and our Privacy Policy and as applied and/or as applicable to your use of the Site and/or Service. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site and/or Service.

1.3 Terminology

  • “Vtrio Solutions” or “Vtrio” or “we” or “our” or “us” refers to the parent company, Vtrio Solutions Pvt. Ltd
  • “Terms of Service” refers to this document in its entirety which might be amended periodically
  • “Terms and Conditions” refers collectively to all the terms and conditions set forth in the Terms of Service.
  • “Privacy Policy” or “Policy” refers exclusively and collectively to the terms and/or conditions set forth in the current applicable, as opposed to the Privacy Policies we may have in our archives, Vtrio Solutions’ Privacy Policy located at www.vtrio.com/privacy-policy.php
  • “you” and “your” refers to each client, customer and/or user
  • “Service” or “Services” refers collectively to all Vtrio provided Services including, but not limited to our Web Applications, Web Services, Graphic Design Services, Applications and/or Consulting Services and also includes the products developed by Vtrio
  • “Site” refers to the entire Vtrio Website located at www.vtrio.com including, but not limited to, the graphics, text, animation, forms, design, layout and ideas, expressed or implied, found on the site.
  • “Customer” refers to anyone who has purchased or has subscribed to our Site and/or Service
  • “user” refers to anyone, any person or any entity who is using the Site and/or Services which may also include our Customers, visitors etc.
  • “Derivative Work” refers to any work that is based upon, copied from and/or inspired from one or more pre-existing versions of a work provided to you, by Vtrio, such as an enhancement of modification, revision, compilation or any other form in which such pre-existing works maybe recast, transformed or adapted
  • “Effective Date” refers to the time or date on which the terms, conditions, clauses, propositions, terminations, updates, revisions, changes and/or other such actions, or that results in any and all actions due to the enforcement of this Terms of Service, Privacy Policy or any other relevant policies are applied or comes into effect or can be put to effect.
  • “Bundled Package” or “Bundled Services” refers to when various Vtrio Services that are sold individually are grouped together and sold as a package.
  • “Trademarks” refers collectively to the trademarks, logos, service marks and trade names found on our Site and/or Services
  • “User Information” refers to any information we may collect, in accordance with our Privacy Policy, provided voluntarily by you to us or to third party service providers who facilitate our ability to make certain Services available to you
  • “Submitted Materials” refers to any material that you might submit through the Site and/or Service along with the entire section 12.1 Submitted Materials mentioned herein and the use thereof
  • “User-Generated Content” refers collectively to any information, content or materials including, without limitation, data, text, messages, files, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to data, text, files, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and other biographical information or material, web pages and any other materials
  • “Submission” refers to the event when an user clicks on “Submit” or any such button that incites the processing of the entered data
  • “Representatives” refers collectively to our affiliates, our respective licensors, licensees, distributors, vendors, partners, agents, representatives and other authorized users

2. Applicability

2.1 Agreement

You agree that this Terms of Service, the rules, regulations and policies incorporated by reference in this Terms of Service, including, without limitation, the Privacy Policy and any other Service-specific policy, are the entire, complete and exclusive agreement between you and Vtrio Solutions regarding the use of our Site and/or Services and will supersede all prior agreements and/or understandings, whether written, implied or spoken, or established by custom, policy, precedent or practice, with respect to the subject matter of this Terms of Service including, without limitation, any purchase order provided by you for our Services.

2.2 Binding Agreement

By applying for a Vtrio Service or by using the Services provided by Vtrio under this Terms of Service, you acknowledge that you have read, understood, have consented and agreed to be bound by all the Terms and Conditions of this Terms of Service and documents incorporated by reference including, but not limited to, our Privacy Policy and Service-specific policies (if any).

2.3 Various Services

Sections, inclusive of sub-sections, 1 through 15 apply to any and all of Vtrio Services that you may purchase. The Terms and Conditions set forth in this Terms of Service apply only to Customers, unless otherwise referred or mentioned, who have purchased Vtrio’s Services. In the event of any inconsistency in the Terms and Conditions stated in this Terms of Service, we shall control with regard to the applicable Vtrio Service. If you purchase a Service that is sold together as a Bundled Package, like buying a website package with shopping cart as opposed to purchasing them differently, termination of any part of the Service will result in the termination of all Vtrio Service provided as part of the Bundled Package. You agree and acknowledge that some or all of the Services you purchase or receive from us may be provided by third parties (like Paypal).

3. Fees and Payment

3.1 Fees and Payment

As consideration for the Services you have purchased, you agree to pay Vtrio Solutions the applicable Service fees set forth on our Site at the time of your selection or as agreed upon by you and Vtrio or, if applicable, upon receipt of your invoice from Vtrio Solutions. All fees are due immediately and are non-refundable, except as otherwise expressly stated in this Terms of Service or with consent from Vtrio Solutions. Unless otherwise specified herein, or on our Site, each Vtrio Service is for a one-year initial term and renewable thereafter as set forth during the renewal process. Any renewal of your Service with us is subject to our then current Terms of Service, including but not limited to, successful completion of any applicable authentic procedure, and payment of all applicable Service fees at the time of renewal. Except for the Service to which you have subscribed on a monthly basis, we will endeavor to provide you notice prior to renewal of your services at least fifteen (15) days in advance of the renewal date. Additional payment terms may apply to the Vtrio Service you purchase, as set forth in the applicable sections of this Terms of Service. We may also provide you with an opportunity to “opt-in” to our automatic renewal process in accordance with the instructions and subject to your irrevocable agreement to the terms and conditions pertaining to that process on our Site. You agree and acknowledge that the renewal price may be higher or lower than the price you paid for the Service previously and/or initially when you bought it, and that you are authorized to charge your credit card on file, or as applicable, for the renewal of the Services. Furthermore, you are solely responsible for the credit card information you provide to Vtrio and must inform Vtrio of any changes thereto, like change of expiration date or the account number. In addition, you are solely responsible for ensuring that the services are renewed and Vtrio shall not be held liable to you or any other third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. You irrevocably and expressly agree to pay all value added, sales and other taxes related to Vtrio Services or payments made by you hereunder.

Vtrio Solutions’ preferred and accepted mode of payment is via wire-transfer; though we do accept payments through Paypal, Credit/Debit card and Cheques which will be subject to payment clearance before the Services are made available, when applicable. All payments or fees for Vtrio Services shall be made in U.S. Dollars (USD), Indian Rupees (INR), Euro (€) or any other currency that is approved by the management. Set-up charges, if any, will become payable on the applicable Effective Date for the applicable Vtrio Service. All amount due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.

3.2 Changes in Fee Structure and Fees

Vtrio reserves the right at any time to change its current fees structure, cancel the current access fee and/or charge fees for access to portions of the Service and/or the Service as a whole. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges. Thus, if at any time Vtrio requires a fee for portions of the Service that are now free, Vtrio will give you advance notice of such fees and the opportunity to cancel the account before such additional charges are imposed. All new fees, if any, will be posted in the Site Help area of our Member Center and/or in other appropriate locations on the Service. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service by Vtrio or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account.

4. User Information and Privacy

4.1 User Information

Our Privacy Policy is incorporated herein by reference for all purposes, unless otherwise expressed. We only collect and use information in accordance with the terms and conditions stated in our Privacy Policy and/or any other Service-specific policy. In the event that we engage the services of third party vendors or other service providers, your User Information may be subject to the information collection and use policies with respect to the privacy thereof of such third party vendors and other service providers. We may use third party services in connection with Submitted Materials. In accordance with Section 4.7 Contests, Promotions and Sweepstakes of our Privacy Policy, information submitted via user participation in contests, sweepstakes, and Submitted Materials including, without limitation, submitted video, graphic images and photographs) become publicly available and may be used by us for any lawful purpose. Vtrio may share User Information that is included with Submitted Materials with any third parties including, without limitation, other service providers, affiliates and partners. You hereby represent, warrant, acknowledge and consent that you are solely responsible for the accuracy and content of User Information (where applicable).

4.2 User Information Submission Guideline

Our Services require you to create an account to participate or to secure additional benefits. You expressly agree to;

1.Provide true, current, complete, valid and accurate information about you as required by the application process or as required by you to avail any of our Services

2.Maintain and update, in accordance with our modification procedures, the information you provided to us while purchasing our Services as needed to keep it current, complete, valid and accurate.

We rely on this information to send and communicate important information, notices regarding your account and our Services and/or billing matters with you (refer, Section 4.4 Mandatory Communications of our Privacy Policy). You agree that Vtrio is authorized, but not obligated to use systems or programs as may be recognized by the United States and/or the Indian Postal Service or other international postal authority for updating and/or standardizing address information to change any address information associated with your account (like registrant address, billing contact address, etc.), and you agree that Vtrio may use and reply upon such changed address information for all purposes in connection with your account, including the sending of invoices and other important information, as though such changes has been made directly by you.

You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including, but not limited to, using another person or entity’s username, password or other account information, or other person or entity’s name, likeness, voice, image of photograph. You shall not submit fraudulent information or encourage a third party to submit fraudulent information on your behalf. You expressly agree to notify us of any wrongful use or any usage that might be constituted as wrongful, breach of security, or any other breach or usage incompatible with the Terms and Conditions, immediately and without conflicts or apprehensions.

4.3 Privacy

The current applicable Privacy Policy for Vtrio’s Site and/or Service is located on our Site at http://www.vtrio.com/privacy-policy.php and is incorporated herein by reference, as it is applicable to our Services. You are hereby advised to carefully read and scrutinize our Privacy Policy along with any other applicable policies or Service specific policies along with this Terms of Service before you agree to our Terms and Conditions. The applicable Privacy Policy sets forth both your and Vtrio’s rights and responsibilities with regard to the handling, processing and/or storage or your personal information. You agree, irrevocably, that Vtrio, on its sole discretion, may update, modify or make changes to our Privacy Policy at any time. In such an event we will send you a notification, which shall be considered as part of Mandatory Communications (refer, Section 4.4 Mandatory Communications of our Privacy Policy), and/or may post the revised Policy at out Site at least 10 days prior to the Effective Date. You agree that, by using our Services after the revised Privacy Policy has come into effect, you have agreed to, consent to and accept the revisions in the Privacy Policy. You acknowledge that if you do not agree to the revised Privacy Policy, you cannot continue using our Services and may terminate this Terms of Service. We will not refund any fees paid by you if you terminate your Terms of Service with us except as otherwise expressly provided in one or more of the Terms and Conditions contained hereto. We will not process the personal data we collect from you in any way incompatible with the purposes and other limitations described in our Privacy Policy. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our Services with regard to

  1. the purposes for which such third party’s personal data has been collected
  2. the intended recipients or categories of recipients of the third party’s personal data
  3. which parts of the third party’s data are obligatory and which parts, if any, are voluntary
  4. how the third party can access and, if necessary, correct, modify, change or make unavailable, in which case the Service may be terminated, the data held about them

You further agree to provide such notice and obtain such consent with regard to any third party personal data that you may supply to us in the future. We are not and cannot be held responsible for any consequences or damages, whatsoever, resulting from your failure to provide notice or receive consent from such individuals that may result in you providing us with outdated, incomplete or inaccurate information. In such an event, you are liable to be held in violation of this Terms of Service and may further lead to legal or administrative action against you.

4.4 Children’s Privacy

Vtrio’s Site and Services are directed at adults; it is not directed to children under the age of 13. We operate our Site and Services in compliance with the Children’s Online Privacy Protection Act (COPPA). We do not intentionally collect, use or maintain personal information from anyone under the age of 13. Children under 13 years of age are encouraged to navigate away from this site and refrain from providing any personally identifiable information without the knowledge and permission of a parent or guardian. Any information thus collected, brought into our notice and verified, will be immediately removed from our databases and servers except as permitted by law or with verifiable consent of a parent of guardian. This may mean that children under the age of 13 might not be able to participate or use certain features of the Vtrio Site and Services. Vtrio Solutions recognizes the privacy interests of children and we encourage parents and guardians to take an active role in their children’s online activities and interests.

4.6 Notices and Announcements

  1. Except as expressly provided otherwise herein, all notices to Vtrio shall be in writing and delivered via overnight courier or certified mail, return receipt requested, to Vtrio Solutions, Attention: Legal Department, 31/757 E, Thondiyil Plaza, Vyttila, Cochin – 682 019. All notices to you shall be delivered to your mailing address or e-mail address provided by you in your account information and/or as updated by you pursuant to this Terms of Service.
  2. You hereby authorize us to contact you as our customer by any means necessary including but not limited to via telephone, email, and postal mail, as provided by you in your account information and/or updated by you pursuant to this Terms of Service and is herein incorporated by reference
  3. Notices and announcements may include commercial emails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information pertaining to Internet Security or to enhance your identity on the Internet and/or other relevant matters.

5. Legal Disclaimer, Representations and Warranties

5.1 Legal Disclaimer (Exclusion and Limitation of Liability)

TIME LIMITATION ON FILING ANY CLAIM, YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE WITH RESPECT TO ANY VTRIO SERVICES PROVIDED UNDER THIS TERMS OF SERVICE AND/OR FOR ANY BREACH OF THIS TERMS OF SERVICE IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICES DURING THE PERIOD APPLICABLE TO THIS TERMS OF SERVICE. IN NO EVENT SHALL VTRIO, ITS LICENSORS AND/OR CONTRACTORS, INCLUDING BUT NOT LIMITED TO THE THIRD PARTIES PROVIDING SERVICES (LIKE PAYPAL), BE LIABLE FOR ANY DAMAGES INCURRED INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES OR NOMINAL DAMAGES ARISNG OUT OF THE USE OF OR THE INABILITY TO USE THE VTRIO SERVICES, EVEN IF VTRIO SOLITIONS HAS BEEN ADVISED AND WARNED OF THE POSSIBILITY OF SUCH DAMAGES. VTRIO CAN UNDER NO CIRCUMSTANCES BE HELD LIABLE OR RESPONSIBLE FOR COMPLICATIONS OR OPERATING LOSS OR ANY OTHER DAMAGES INCURRED OR THAT YOU MIGHT INCUR AS A CONSEQUENCE OF YOUR MANDATORY COMPLIANCE WITH THIS TERMS OF SERVICE, OTHER APPLICABLE POLICES AND OUR PRIVACY POLICY (REFER, SECTION 8.1 LEGAL DISCLAIMER OF OUR PRIVACY POLICY). TO THE EXTENT THAT IF A STATE, COUNTRY OR JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SETFORTH HEREIN THEN VTRIO’S LIABLITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES.

VTRIO DISCLAIMS ANY AND ALL COSTS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO;

  1. LOSS OF LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS
  2. LOSS OR LIABILITY RESULTING FROM DATA NON-DELIVERY OR FAULTY DATA DELIVERY
  3. LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO, NATURAL CATASTROPHES, ACT OF GOD ETC (REFER, SECTION 5.5 FORCE MAJEURE, INCORPORATED HEREIN BY REFERENCE)
  4. LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT NUMBER, PASSWORD AND/OR SECURITY AUTHENTICATION OPTION
  5. LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR SERVICES PROVIDED UNDER THIS TERMS OF SERVICE
  6. LOSS OR LIABILITY RELATING TO THE DELETION OR FAILURE TO STORE IMPORTANT E-MAIL MESSAGES
  7. LOSS OR LIABILITY RESULTING FROM THE DEVELOPMENT OR INTERRUPTION OF OUR WEBSITE
  8. LOSS OR LIABILITY FROM YOUR INABILITY TO USE OUR SERVICES OR ANY COMPONENT OF THE SERVICE YOU HAVE SUBSCRIBED TO
  9. LOSS OR LIABILITY THAT YOU MAY INCUR IN CONNECTION WITH OUR PROCESSING OF YOUR APPLICATION FOR OUR SERVICES, OUR PROCESSING OF ANY AUTHORIZED MODIFICATION OR FAILURE TO PAY ANY FEES INCLUDING, BUT NOT LIMITED TO, THE INITIAL REGISTRATION OR PURCHASE FEE
  10. LOSS OR LIABILITY AS A RESULT OF THE APPLICATION OF OUR DISPUTE POLICY
  11. LOSS OR LIABILITY RELATING TO LIMITATION, INCOMPATIBILITIES, DEFECTS OR OTHER PROBLEMS INHERENT IN XML, PHP OR ANY OTHER STANDARD NOT UNDER VTRIO’S SOLE CONTROL

WE MAY TERMINATE YOUR FURTHER ACCESS TO OUR SITE AND/OR SERVICES OR MAKE CHANGES TO THE SERVICES AND/OR SITE OR DELETE CONTENT OT FEATURES FROM THE SITE AND/OR SERVICES IN ANY WAY, AT ANY TIME AND FOR ANY REASON AND NO REASON. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THIS TERMS OF SERVICE ALONG WITH OUR PRIVACY POLICY AND ANY OTHER APPLICABLE SERVICE-SPECIFIC POLICIES APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE THAT REGARDLESS OF ANY STATUE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE AND/OR ANY OF OUR SERVICES AND/OR OUR PRIVACY POLICY MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED

5.2 Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF OUR SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, EXCEPT AS OTHERWISE INDICATED OR NOTED IN THIS TERMS OF SERVICE. WE EXPRESSLY DISCALIM ALL WARRANTIES OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGMENT. VTRIO SOLUTIONS DOES NOT MAKE ANY WARRANTY THAT SERVICES LICENCED HEREUNDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN CONSENT, DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OTHER SYSTEMS OR LOSS OF DATA OR WHATSOEVER DAMAGE THAT MAY RESULT FROM THE DOWNLOAD AND/OR ACCESS AND USE OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARANTY WHATSOEVER REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. VTRIO DOES NOT OFFER ADVICE AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US AND/OR OUR SUPPORT STAFF AND/OR THROUGH OUR SITE AND/OR SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE AS SUCH. TO THE EXTENT, JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.

5.3 Representations and Warranties

You hereby agree and warrant that;

  1. neither your registration nor use of any of the Vtrio Services nor the manner in which you intend to use such Vtrio Services will directly or indirectly infringe the legal rights of a third party
  2. you have all the requisite power and authority to execute this Terms of Service and perform your obligations mentioned in this Terms of Service or Privacy Policy or any other applicable Service-specific policies
  3. you have selected the necessary security options and you are solely responsible for your information
  4. you are of legal age to enter into this Terms of Service or that you are at least 13 years of age and have your parents permission and consent to apply for Vtrio Services. If you are somebody who requires your parents permission to use Vtrio Services, then you also agree that your parents have read this Terms of Service, Privacy Policy and any other Service-specific applicable policy and that they understand and consent to the terms under which you may access the Vtrio Services.
  5. you agree to comply with all applicable laws and regulations

5.4 Services Disclaimer (from Privacy Policy)

Vtrio does not authorize, engage or authorize to engage in the mining or collection of e-mail addresses or other information from or through our Site and Services other than for reasons mentioned in Section 4. Why We Collect User Information of our Privacy Policy. Vtrio does not permit or authorize third parties and other users to use our Site or Service to collect, compile or obtain any information about Vtrio’s customers or subscribers, including, but not limited to subscriber e-mail and contact information which are considered Vtrio’s confidential and proprietary information. Use of our Services is also subject to any applicable service-specific privacy statement or policy.

5.5 Force Majeure

Neither you nor Vtrio shall be deemed in default hereunder, nor shall any party be held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, storm, natural disaster, man-made disaster, any that could be considered an act of God, terrorism, civil uprising, armed conflict, labor strike, lockout or boycott, provided that the party relying on this section

  1. Shall have given the other party written notice there of promptly and in any event within five (5) days of discovery thereof and
  2. Shall take all reasonably necessary steps under the circumstances to mitigate the effects of the Force Majeure event upon which such notice us based; provided further, that in the event of a Force Majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Vtrio Solutions may immediately, without limitations, terminate this Terms of Service.

6. Indemnity, Termination and Modification

6.1 Indemnity

You irrevocably and expressly, without limitations or warranties, agree to release, indemnify, defend and hold harmless Vtrio Solutions, its directors, employees, agents, officers, other users, Representatives and/or affiliates and all of the foregoing entity’s respective officers, directors, owners, employees, agents, Representatives and assigns from and against all liabilities, claims, damages, costs, expenses, reasonable attorney fees and expenses, relating to or arising out of

  1. this Terms of Service or the breach of your warranties, representations and obligations under this Terms of service
  2. the Vtrio Services or your use of such Services, including without limitation infringement of dilution by you, or someone else using our Services from your computer or account ID or by someone posing as you
  3. any intellectual property or other proprietary right of any person or entity
  4. a violation of any of our operating rules or policies relating to the Services provided
  5. any information or data you supplied to Vtrio, including, without limitation, any misrepresentation in your application, if applicable
  6. the inclusion of or attempt to include or add any element to any Service created for you or by you via the Vtrio Services
  7. any information, material, or services available on your Vtrio Service page

Additionally, when we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Terms of Service. We shall have he right to participate in any defense by you of a third-party claim related to your use of any of the Vtrio Services, with counsel of our choice at our own expense. We shall reasonably cooperate in the defense at your request and expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this section and/or this paragraph will survive any termination or cancellation of this Terms of Service.

6.2 Termination

The following are the circumstances and/or conditions under which our Services can be terminated.

  1. Termination By you.

    You may terminate this Terms of Service, and thereby any Vtrio Service, upon at least thirty (30) days written notice to Vtrio for any reason

  2. Termination By us.

    We may terminate this Terms of Service, and thereby any Vtrio Service, or any part or the Vtrio Services at any time, on our sole discretion, in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from us concerning the accuracy or completeness of the information referred and set forth in Section 4.2 User Information Submission Guideline of this Terms of Service, if we determine on our sole discretion that you have violated the Vtrio Terms of Service, or any service-specific policies or our Privacy Policy or upon thirty (30) days prior written notice if we terminate or significantly alter a product of Service offering

  3. Effect of Termination.

    Except as otherwise expressly set forth herein or on our Site, Vtrio will cease charging your credit card, recurring payment by other modes (like Paypal), if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by Vtrio, you will not receive any refund for payments already made by you as of the date of termination. If termination of this Terms of Service is due to your default hereunder, you shall bear all costs of such termination, including but not limited to, any reasonable costs, Vtrio incurs in closing your account. You agree to pay any and all costs incurred by Vtrio in enforcing your compliance with this Section of the Terms of service. Upon termination, you agree that you shall destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination or discontinuance for any reason we may delete all or parts of the information related to you on the Vtrio Service, at our sole discretion. You also understand that in addition to the terms set forth herein, certain Vtrio Services may have additional terms regarding termination, which are set forth in the applicable Service specific policies.

  4. Effect of Termination of Bundled Services.

    In addition to the terms set forth in the sub-section 6.2 (3) Effect of Termination above, if you purchase Vtrio Services which are sold together as part of a Bundled Package of Services, any termination relating to such, will terminate all Vtrio Services included in the package. Upon the Effective Date of termination, Vtrio will no longer provide the bundled Services to you. You agree that any licenses granted to you shall be void and terminated immediately and you shall refrain from using such services, provided, however, that we may, in our sole discretion and subject to your irrevocable agreement to be bound by the applicable agreements and to pay the applicable fees, allow you to convert certain Services included in the Bundled Services to stand alone or individual Services.

7. Access, Rights and Responsibility

7.1 Account Access

To establish, access and/or use the Vtrio Site and/or Services or to modify your account, you may be required to establish an account and obtain a login name, account number and/or a password. You hereby exclusively, without limitations or warranty, authorize us to process any and all account transactions initiated through the use of your password. You agree that you are solely responsible for maintaining the confidentiality of your password and other account related information required to establish, access, modify and/or use the Vtrio Services. You agree that you will immediately notify us of any unauthorized use or your password and you understand that you are responsible for any unauthorized activities, charges and/or liabilities made through your account. You hereby expressly, without limitations or warranty, agree and consent that in no event and under no circumstances shall Vtrio be held liable for the unauthorized use and/or the misuse of your login name, account number and/or password. You agree that we may deactivate any account that is inactive for an extended period of time. We may suspend or terminate your account and your ability to use our Services or access to portions/sections/parts of our Services thereof for failure to comply with the Terms and Conditions set forth here in the Terms of Service, our Privacy Policy and/or any other Service-specific policies, for infringing copyright and copyrighted materials or for any other reason whatsoever.

7.2 Right of Refusal

Vtrio, on its sole discretion, reserves the full right, without limitations or warranty expressed or implied, to refuse to register your chosen username, issue you a digital certificate and/or register you for other Vtrio Services. In the event we do not register your chosen username, issue you a digital certificate, or register you for other Vtrio Services or we delete your chosen or other Vtrio Services within such thirty (30) calendar days, we agree to refund any applicable fees you have paid. You agree that we shall not be held liable to you and/or any other third party acting on your behalf for loss or damages that may result from our refusal to register you with our Site and/or Services.

7.3 Transfer of Your Rights

Except as otherwise mentioned, stated or set forth herein, your rights outlined and stated under this Terms of Service can not be assigned, gifted, given, and/or transferred to any third party. Any attempt by your or any other third party assigned by you including, without limitation, your creditors, to obtain an interest in your rights under this Terms of Service, whether by attachment, garnishment, levy or otherwise, shall render this Terms of Service void and/or terminated at our sole discretion. You agree not to reproduce, sell, resell, copy, duplicate or otherwise exploit for any commercial purposes any of the Services and/or any portion thereof without the prior express written consent of Vtrio Solutions.

7.4 Proprietary Rights

As between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights title and interest in and to the Site and Services, all the content, except as mentioned in Section 4.1 User Information, code, data and materials thereon, the look and feel, design, layout and organization of the Site and/or Service and the compilation of the content, code, data and materials on the Site and/or Service including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein and, in the event that we do not own such content, data and materials. Your use of the Site and/or Service does not grant you ownership of any content, design, code, data or materials found on the Site and/or Service, unless the data you collect is acquired by you.

7.5 Waiver of Rights

No waiver of any rights granted, terms and/or conditions of this Terms of Service shall be effective unless it is in writing and signed by an authorized representative of Vtrio. The remedies of Vtrio Solutions under this Terms of Service shall be cumulative and not alternative and the selection of one remedy for a particular breach shall not preclude pursuit of other remedies. The failure of one party or both parties to require performance of any obligations of the other party hereunder shall not affect its right to enforce any Terms and Conditions of this Terms of Service at any subsequent time, and the waiver of any such rights arising out of any prior or subsequent breach.

7.6 Right to Modify Terms of Service

Except as otherwise provided in this Terms of Service, you agree, during the terms of this Terms of Service, that we may, on our sole discretion;

  1. revise the Terms and Conditions of this Terms of Service
  2. change part of the Services provided under this Terms of Service at any time

Any such revision or change will be binding and effective fifteen (15) days after posting the revised Terms of Service or changes to the Services on Vtrio Site and/or upon notification to you by e-mail or postal mail. This communication shall be considered as a Mandatory Communication (refer, Section 4.4 Mandatory Communications of our Privacy Policy). You hereby agree to periodically review our Site(s), including the current version of this Terms of Service made available on our Site(s), to be aware of any such revisions and/or be kept updated with our policies. If you do not agree with the latest revision to this Terms of Service, you may choose to terminate or discontinue using our Services by following the conditions set forth in the sub-section 6.2 (1) Termination By You of this Terms of Service. Notice of your termination will be effective on receipt, processing and confirmation by us. Any fees paid by you shall be non-refundable upon termination of our Services, except as expressly noted otherwise in this Terms of Service or in any other terms set-forth while entering into business with us, but you agree that you will not incur any additional fees. By continuing to use the Vtrio Services after the Effective Date of the revised Terms of Service, you agree to, without limitations or warranties, abide by and be bound by any such revisions or changes. However, we are not bound by nor should you reply on any representation by;

  1. any agent representative or employee of any third party that you may use to apply for our Services
  2. information posted on our Site which is solely for the purpose of general information about Vtrio and its Services

No employee, contractor, agent or representative or Vtrio is authorized to alter, change or amend the Terms and Conditions of this Terms of Service.

7.7 Right to Monitor and Editorial Control

Vtrio reserves the right, but does not have any obligation to monitor and/or review any content and materials posted through the Site’s Services and/or features and is not responsible for any such material posted. Vtrio is not and shall not be held responsible for any failure to monitor, review and/or delete any materials posted through the Services or features by users. However Vtrio reserves the full right, at all times, to disclose any such information as necessary or advisable to satisfy any law, regulation or government request and to edit or refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion, are objectionable or in violation of the Terms and Conditions, Privacy Policy, Service-specific policies, applicable law or any other reason whatsoever. We may, at our sole discretion, also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth herein or in violation of applicable laws or for any other reason without notice or liability.

We reserve the right, but disclaim any obligation or responsibility, to;

  1. refuse to post or communicate or remove any Submission from this Site that violates these terms of use, including the Rules of Conduct as set forth in Section 14.1Rules of Conduct
  2. identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information, when we believe in good faith that such identification or disclosure will either
    • facilitate compliance with laws, including, for example, compliance with a court order or subpoena,
    • help to enforce these terms of use (including the Rules of Conduct) and/or our contest, sweepstakes, promotions, and game rules, and/or protect the safety or security of any person or property, including this Site and/or Services

Moreover, we retain all rights to remove Submissions at any time for any reason or no reason whatsoever.

7.8 User’s Responsibility

The user is also responsible for maintaining the confidentiality of their usernames(s), password(s) and/or their accounts along with any and all activities that may happen under the user’s account. Also note that key-loggers, viruses or other surveillance devices can intercept login information on the computer from which the user may access our Services, so the user is also advised to take precautions regarding such devices, especially from public computers. In addition you should always log-out from any relevant Service when you are not actively using them.

7.9 Orders for our Services

We may, at our sole discretion, make certain products available to our users. You may order or subscribe to our Services if you are 18 years or older or, if under 18 and 13 or above, with the consent of your parent or legal guardian; and you hereby represent and warrant that you are above 13 years of age, and if between 13 and 18 (also refer, Section 4.4 Children’s Privacy of this Terms of Service), that your parent or legal guardian has read and understood our Terms of Service, Privacy policy and any other Service-specific policy and they have consented to your use of our Services. You hereby agree to pay in full the prices for any purchase or subscriptions you make to our services subject to any payment means acceptable to Vtrio. You agree that you will pay all applicable taxes and if payment is not received by us, under any circumstances, then you agree to all amounts due upon demand by us. Some of our Services may be subject to additional terms and condition presented to you at the time of such purchase or thereafter.

8. Use of Vtrio Services

8.1 Conditional Use of Vtrio Services

Vtrio does not permit or authorize any attempt to use our Services in a manner than could damage, disable, overburden, impair or render incapable and/or unavailable any aspect of any of our Services, or that could interfere with any other users and/or customers use and enjoyment of our Services. If we believe or is led to believe that unauthorized or improper use is being made of our Services, then we may, without notice, take such action as we, on our sole discretion, deem appropriate, including but not limited to, blocking access to the Site and/or Service from a particular internet domain, server or IP address. We may immediately terminate or suspend the user’s account or access to the Site and/or Service, subsequent to determination, on our sole discretion, the extent of violation perpetrated with regard to this Terms of Service. Nothing in this Terms of Service is intended to grant or attempts to grant the right to collect or transmit or sent e-mail to or through the Site and/or Services. Unauthorized use of the Services in connection with, but not limited to, the transmission of unsolicited e-mail, attempts at hack, violation of this Terms or Service and/or the Privacy Policy may result in civil, criminal or administrative penalties against the perpetrator and those assisting the perpetrator.

8.2 Prohibited Use

Any commercial or promotional distribution, publishing or exploitation of the Site or any content, code, date or materials on the Site and/or Service is strictly prohibited unless you have the prior express written permission from the authorized personnel of Vtrio or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Site and/or Service. You further agree that you shall not alter, edit, delete, remove, otherwise change the meaning or appearance of, or re-purpose, any of the content, code, data, or other materials on or made available through the Site and/or Service. This includes, without limitation, the alteration or removal of any Trademarks (refer Section, 10.2 Trademarks) or any other proprietary content or proprietary rights notices. If you make other use of the Site or the content, code, data or materials thereon, except as otherwise provided herein, you may be subject to liability for such unauthorized use, including, without limitation, for violations of copyright and other applicable laws.

8.3 Transaction and Relationships

Some materials or information accessible in certain sections of the Site and/or Services may be by third parties and not by Vtrio including, for example and without limitation, information provided by users, submissions to blogs, photo galleries, message boards, chat discussions and other public forums available on or through the Services. From time to time there may be possibilities and/or opportunities on or through the Site and/or Services for you to purchase certain products and/or services directly from such third parties who have advertised their services or products on the Site and/or Service. Vtrio assumes no responsibility for, and you agree that you are solely responsible for confirming the accuracy, availability, appropriateness, correctness, veracity, completeness, reliability, if it’s up-to-date and the timeliness of any such information, content, products, services, advertising or other such materials. The inclusion of any such User-Generated Content of the Site and/or Service does not imply, attempt to imply endorsement or support by Vtrio. You are solely responsible for any and all consequences of such activities, transactions and relationships that you may conduct, carry out or form with third parties. Any purchase that you make from third parties or users who have advertised on or through the Site and/or Service are made at your own exclusive risk and you also consent and acknowledge and agree that Vtrio has no responsibility or liability whatsoever for such actions carried out by you. Furthermore you also agree that you have been expressly warned and cautioned by Vtrio against carrying out any such action and that by carrying out any such action you are ignoring the warning and is liable to be held accountable for any damages or consequences that might arise out of your actions.

9. Jurisdiction and Severability

9.1 Jurisdiction and Governing Law

We control and operate our Site and Services from Cochin, India, regardless of where our hosting servers are located.

  1. You agree that this Terms of Service and any disputes hereunder shall be governed in all respects and be construed in accordance with the laws of the country and state from which we operate from; here, Cochin, India, without giving effect to any principles of conflict of laws.
  2. You agree to submit to the exclusive subject matter jurisdiction, personal and exclusive jurisdiction and venue of Cochin, India, and that all disputes between you and Vtrio, arising out of, or related in way to this Terms of Service or to the use of our Site and/or Services shall be litigated, if at all, in and before a court located in Cochin, India, to the exclusion of courts of any other state or country.
  3. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby expressly excluded.

9.2 Severability

You agree that the Terms and Conditions set forth in this Terms of Service are severable. If, for any reason, any of the terms and/or conditions set forth in this Terms of Service are affirmed invalid and/or unenforceable, in whole or in part, then that particular provision and/or provisions shall be deemed severable and shall not affect the validity and the enforceability of any, or all, remaining Terms and Conditions of this Terms of Service and furthermore, it shall be deemed amended to the full extent required to make this Terms of Service enforceable, valid and to the maximum extent plausible, consistent with the applicable laws, and consistent with the original intentions of the parties involved. This shall not be considered as a waiver of Vtrio’s Terms of Service.

10. License, Trademarks and Ownership

10.1 Limited License

You may access and view all contents, graphics, text and all other materials made available through our Site and/or Service on you computer or other devices and you may make copies or print-outs of the content available through our Site and/or Service for your exclusive personal, non-commercial, referential use at your own risk, provided that you keep and adhere to all, without limitations or warranty, copyright and other proprietary notices contained therein and use the same in accordance with all applicable restrictions and guidelines on your use of the Site and/or Service in general.

10.2 Trademarks

The Trademarks displayed on the Site and/or Services or on content available through the Site and/or Service are registered and unregistered Trademarks of our and others may only be used in accordance with the Section 10.1 Limited License, provided that such use may not be likely to cause customer confusion or, in any manner, disparage or discredit their rights holders. All Trademarks not owned by us that appear on the Site and/or Service or on or through the Site and/or Service, if any, are the property of their respective owners. Nothing contained on this Site grants or attempts to grant, expressed, estoppel or implied or otherwise, or should be construed as granting, by implication, estoppels or otherwise, any license or right to use any Trademarks displayed on the Site without the express written permission and consent of Vtrio or of the third party rights holder.

10.3 Ownership

Except as otherwise set forth herein, all rights, title and interest in and to all

  1. registered and unregistered trademarks, service marks and logos
  2. patents, patent applications and patentable ideas, inventions and/or improvements
  3. trade secrets, proprietary information and know-how
  4. all divisions, continuations, reissues, renewals and extensions thereof now existing or filed, issued or acquired hereafter
  5. registered and unregistered copyrights including, without limitation, any forms, images, audio or video displays, presentations, text, software, layout, design ideas,
  6. all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Vtrio Services identified herein and as set forth in Section 9.3 Reservation of Rights of our Privacy Policy, which is incorporated herein by reference, are owned by Vtrio and you agree to make no claim of interest in or ownership of any such Vtrio Intellectual Property Rights. You acknowledge that no title to the Vtrio Intellectual Property Rights is transferred to you and that you do not obtain any rights, expressed or implied, in the Vtrio Service, other than the rights expressly granted in this Terms of Service. To the extent that, if you create any Derivate Work, then such a Derivate Work shall be owned exclusively by Vtrio and all rights, title and interest in and to each such Derivative Work shall automatically vest in Vtrio. Vtrio shall have no obligation to grant you any right in any such Derivate Work.

11. Third Parties and Third Party Links and Linking

11.1 Independent Parties

Your employees, consultants, contractors and/or agents are not agents, employees or joint ventures of Vtrio Solutions and they do not have any authority to bind us by contract or otherwise to any obligation. Both you and Vtrio shall ensure that they shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

11.2 Agents

You agree that, if your agent or anybody representing you or on your behalf purchased our Services, you are bound as a principal by all the Terms and Conditions of this Terms of Service, our Privacy Policy and any other applicable Service-specific polices. Your continued use of our Services endorses any unauthorized actions of your agent. By using or being allowed to use your login name, account number or password, confirms that you have authorized your agent to apply for our Services, on your behalf, and by clicking “I Agree” and/or by actually using our Services they are authorized to bind you and have informed you of the Terms and Conditions of this Terms of Service. Furthermore, you shall be help responsible for any errors and/or misuse made by your agent.

11.3 Third Party Links

Vtrio Site and/or Services may contain links to third party web sites that we do not operate, own, maintain or control and which will take you outside of our Services. For example, if you click on a banner advertisement on our Site, it might take you off the Vtrio Site. This also includes, without limitation, links from advertisers, sponsors and content partners that might use our Services as part or the partnership. You acknowledge, consent and agree that Vtrio has no responsibility for the information, content, products, services, advertising, code or other materials; even if they are owned or run by affiliates of ours and that you rely on the same at your own risk. Such sites are not under our control and the links we provide are solely for the convenience of our users. You agree, consent and acknowledge that when you leave our Site and/or Service by clicking on third party links, the site you land on is not controlled, owned or maintained by Vtrio and that different Privacy Policies and Terms of Service and/or Terms of use apply to those sites. Vtrio Solutions reserved the full and exclusive right to disable links from third party sites to the Site and/or Service (as mentioned in Section 11.4 Linking to our Site and/or Services) but are under no obligation to do so. Therefore, Vtrio neither endorses nor offers any judgment or warranty and accepts no responsibility or liability for the authenticity/availability of any of the goods/services or for any damages, loss or harm, direct or consequential or any violation of local or international laws that may be incurred by your visit and/or transaction on these sites.

11.4 Linking to our Site and/or Services

You agree that if you include a link from any other web site to our Site and/or Service or to any part of our Site and/or Service, such shall link to the full version of an HTML formatted page of this Site and/or Service. You are not permitted to link directly to any image on our Site and/or Services. You agree not to link to our Site and/or Service in any manner such that the Site, or any part, section and/or webpage is “framed” or surrounded or obfuscated by any third-party content, materials, text or branding. We reserve all of our rights under the law to insist that any and all links to the Site and/or Service or to parts, section and/or web pages of the Site and/or Service be immediately, without being subject to conflicts, discontinued and removed at any time upon written notice to you.

12. Submitted Materials and User Generated Content

12.1 Submitted Materials

Our company policy does not allow us to accept or even consider unsolicited creative ideas, suggestions or materials. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by us or under the exclusive direction of us might seem to others to be similar to their own creative work. We do not solicit nor do we wish to receive any confidential, secret or proprietary information from you through the Site and/or Service, by email, courier, postal mail or any other way. If, despite our request, you intentionally or unintentionally send us Submitted Materials, or User-Generated Content through such features or activities we (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from or payment to you or to any other person or entity. If there exists any doubt or ambiguity about whether any User-Generated Content constitutes a Submission, such User-Generated Content shall be conclusively deemed to be a Submission. Any information, creative works (including, without limitation, text, photographs, graphics, audio, video, audiovisual and animated content or material), demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, codes, third party URL’s, third party tools, softwares or other such material submitted or sent to us including, for example and without limitation, that which you post through online chat or forums, reviews and ratings and/or our blogs or sent to us through e-mail), intentionally or unintentionally, will be deemed, at our sole discretion, to not be confidential, or secret and maybe used by us in any manner consistent with the Privacy Policy.

You must register with the Site and/or Service and provide your User Information prior to submitting any Submitted Materials and by submitting or sending any Submitted Materials to us, you;

  1. warrant and represent that the Submitted Materials are not confidential or secret and no confidential or fiduciary relationship is intended or created between you and us in any manner or method
  2. warrant and represent that the Submitted Materials are original to you and that no other party has, have or will have any rights thereto and that any “moral rights” in Submitted Materials have been waived and excluded
  3. you grant Vtrio and our Representatives a worldwide, perpetual, royalty-free, unrestricted, irrevocable, nonexclusive, fully transferable, assignable, sub-licensable right and license to use, reproduce, copy, modify, adapt, print, publish, translate, create derivative works from, distribute, publicly display, publicly disclose, broadcast and transmit such material, in whole or in part, and/or to incorporate it with or in other works in any form, media or technology now known or that could be later developed, including for promotional and/or commercial purpose, and to authorize others to do the same.

We cannot, under any circumstances, be held liable for maintaining any Submitted Materials or User-Generated Content that you may provide to us, nor shall we be responsible for any information included in any such Submitted Material (including, for example and without limitation, a blog post or comments to those posts), and we may delete or destroy any such Submitted Materials any time, at our sole discretion. To the extent that we solicit Submitted Materials through features or activities on the Site and/or Service, including, but not limited to, contests, promotions and sweepstakes, that require the use of our and/or our licensor’s copyrighted works, in whole or in part, we hereby grant you a non-exclusive license to create a derivative work using our copyrighted works, in whole or in part, provided however that such licenses shall be strictly conditioned upon your assignment of all rights in the work you create to us or our licensor as applicable. If such rights are not assigned to us and/or our licensor, as applicable, then your license to create material using our copyrighted works, in whole or in part, shall be considered null and void to the extent that it will be considered a breach of our Privacy Policy and/or Terms of Service which may incite legal or administrative action. You expressly agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Submitted Materials are used by us. You hereby expressly appoint Vtrio Solutions as your agent with full, complete and irrevocable power to enter into and execute any document and/or do any act we may, at our sole discretion, consider appropriate to confirm the grant of rights, consents, assignments and waivers set or in this Terms of Service.

To the extent, if you submit a photograph, graphic image or video, you expressly agree to represent and warrant that;

  1. you have the essential rights to authorize us and our affiliates and/or our Representatives to use such photograph or video as permitted by the Terms and Conditions set forth herein
  2. you expressly authorize us and our Representatives to use such photograph or video as permitted by the Terms and Conditions set forth herein
  3. you have obtained the necessary permission, if any, for us and our Representatives to use such photograph or video in accordance with the Terms and Conditions set forth herein
  4. such photograph or video has not been manipulated or altered with in any manner so as to distort or misrepresent any individual or object depicted in it

12.2 User Generated Content - Submissions/Permissions

You expressly agree that you shall;

  1. you shall not upload to, or distribute or otherwise publish on to the Service any libelous, defamatory, obscene, pornographic, abusive or otherwise illegal material
  2. be courteous. You agree that you will not threaten or verbally abuse other members or users of the Vtrio Site and/or Service, use defamatory or crude language, or deliberately disrupt discussions (where applicable) with repetitive messages, meaningless messages or “spam”
  3. use respectful language. Like any community, the online conversation flourishes only when users feel welcome and safe. You expressly agree not to use language that abuses or discriminates or that might be considered abusive or discriminative in the basis of race, religion, nationality, gender, sexual preference, age, region, disability etc. Hate speech of any kind shall invoke grounds for immediate and permanent suspension of access to all or Part of the Services (however applicable, at our sole discretion).
  4. debate, but don’t attack. People will always disagree in a community full of opinions. Vtrio encourages active discussions and welcomes hates debate and exchange on or through the Services. However, personal attackers are considered a direct violation of this Terms of Service and shall constitute grounds for immediate and permanent suspension of access to all or part of the Services (however applicable, at our sole discretion).
  5. not distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods and/or services without the express prior written consent of Vtrio Solutions.
  6. You agree and acknowledge that any submission you make to the Services (for example and without limitation, user-generated content including comments, forum messages, reviews, text, video, audio and photographs as well as computer code and application) may be edited, removed, modified, published, transmitted and displayed by Vtrio Solutions and you hereby expressly waive and exclude any rights you may have in the materials altered or changed in a manner not agreeable to you. Submissions made to or through the Services may also be included in our RSS feeds; API’s and made available for republishing through other formats.
  7. you grant Vtrio and our Representatives a worldwide, perpetual, royalty-free, unrestricted, irrevocable, nonexclusive, fully transferable, assignable, sub-licensable right and license to use, reproduce, copy, modify, adapt (including, without limitation, the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), print, publish, translate, create derivative works from, distribute, host, index, cache, tag, encode, publicly display, publicly disclose, broadcast and transmit such material, in whole or in part, and/or to incorporate it with or in other works in any form, media or technology now known or developed herein, including for promotional and/or commercial purpose, and to authorize others to do the same, any Submitted Materials posted by you on or through the Vtrio Site and/or Services
  8. You are solely responsible for the content of your Submitted Materials. However, while Vtrio does not and cannot review every Submitted Material and is not responsible for nor do we claim responsibility for the content of these messages and we reserve the full, irrevocable and exclusive right to delete, move or edit Submitted Materials that we, on our sole discretion, deems abusive, defamatory, obscene, in violation of the copyright or trademark laws or otherwise simply unacceptable.
  9. By submitting a material, you are consenting to its display on the Site and for related online and offline promotional uses.

13.1 Notice and Procedure for Making Copyright Infringement Claims

Vtrio respects the intellectual property rights of others and require that our users do the same. If you believe in good faith that a copyrighted work has been reproduced copied or altered in such a way that constitutes copyright infringement, please notify our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below. To be more effective and to reduce cluttering, the notification by be a written communication that includes

  • A physical or electronic signature of the personal authorized to act on behalf of the owner of an or the exclusive right that is allegedly infringed
  • Identification of the copyrighted work allegedly infringed, or, if multiple copyrighted works on a site are protected by a single notification, a representative list of such work at that site
  • Identification of the material that is allegedly infringing or to be the subject of the allegedly infringing activity, and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to identify and locate the material
  • Information reasonably sufficient to permit us to contact the party who has made such a complaint including, with an address, telephone number and if available and electronic mail address at which the party may be contacted
  • A statement that the party who has made such a complaint had a good-faith belief that the use the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  • A statement that the information in the notification is accurate and under penalty of perjury, that the party who made such a complaint is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

In the interest of fairness, we may give notice to our users that we have receive a notice of infringement by means of a general notice on the Site and/or Service, electronic mail or the user’s email address voluntarily submitted and stored in our records. When, and if, you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information requested below. To be more effective and to reduce cluttering, the counter-notification must be a written communication that includes the following;

  • Your physical or electronic signature
  • Any identification of the material or content that has been removed or to which access has been disabled, whether temporarily or permanently, and the location at which the material or content in question appeared before it was removed or access to which was disabled
  • A statement from you under the penalty of jury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • Your full name, physical address and the telephone number and a statement that you agree, understand and consent to the jurisdiction of a District Court for the judicial district in which Vtrio Solutions’ office is located and that you will accept the service of process from the person who provided notification of allegedly infringing the material or an agent of any such person.

Copyright Agent

Vinu Joseph
C/o Vtrio Solutions
31/757 E,
Thondiyil Plaza
Vyttila,
Cochin – 682 019

Phone Number :+91 484 4013781
Fax : +91 484 4013781

14. Rules of Conduct

14.1 Rules of Conduct

The following Rules of Conduct apply to Vtrio Site and Services. By using this site you expressly agree that you will not distribute and submit Submitted Materials that;

  1. is defamatory, abusive, harassing, threatening, or an invasion or a right of privacy of another user
  2. is bigoted or racially or otherwise offensive
  3. is violent, vulgar, obscene, pornographic or otherwise sexually explicit
  4. otherwise harms any person or entity
  5. is illegal or encourages or that advocates any illegal activity or attempt at illegal activity or the discussion of illegal activities with the intent to commit them, including, without limitation, submissions that is or represents and attempt to engage in child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft or conspiracy to commit any criminal activity.
  6. infringes or violates any right of a third party including
    • copyright, patent, trademark, trade secret or other proprietary or contractual rights
    • right of privacy (specifically, you must not distribute another users personal information of any kind without their express permission) or publicity
    • any confidentiality obligation
  7. is commercial, business-related or advertises or offers to sell any products, services or otherwise, whether or not for profit, or solicits others (including solicitations for contributions or donations)
  8. contains a virus or other harmful component or otherwise tampers with, impairs or damages the Site and/or Service or any connected network, or otherwise interferes with any person or entity’s enjoyment of the Site and/or Service
  9. is antisocial, disruptive or destructive, including “flaming,” “spamming,” “flooding,” “trolling” and “grieving” as those terms are commonly used and understood on the Internet
  10. do not generally pertain to the designated topic or theme of the relevant discussion or public forum

We cannot, do not and will not assure that other uses are or will be complying with the foregoing Rules of Conduct or any other provisions set forth in this Terms of Service, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

14.2 User Conduct Guidelines

You warrant and agree that, while using our Site and/or Services and other features offered on or through the Site and/or Services, including, without limitation, blogs, Podcasts, RSS feeds, video players, photo galleries, chat rooms and other public or open forums, you shall not

  1. Impersonate any person or entity, whether actual or fictional, including, without limitation, anyone from Vtrio or its affiliates or misrepresent your affiliation with any other person or entity
  2. Insert your own or a third party’s advertising, branding, or other promotional content into and of the Site content, materials or Services, or use, re-distribute, reuse, republish, repurpose or otherwise exploit such content or service for any purpose of reason, including, without limitation, further commercial or promotional purposes
  3. Attempt to gain unauthorized access to other computer systems through the Site. You also shall not and by your use of the Site, represent and warrant that you are not
    • Engaging in spidering, “screen scrapping,” “database scrapping,” harvesting of e-mail addresses, wireless addresses or other contact or personally identifiable information or any other automatic means of obtaining lists of users or other information from Vtrio, including, without limitation, any information residing on any Server or database directly or in-directly maintained or operated by Vtrio or the Servers which might hold information that Vtrio collects
    • Obtaining or attempting to obtain unauthorized access to computer systems, materials or information through any means;
    • Using the Site or the Services or features in any manner with the intent to interrupt, damage, disable or overburden or impair the Site or such Services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests
    • Removing, concealing, editing or otherwise altering any trademark, copyright or other proprietary rights notice or other mark or source identifier included in any content or features made available on or through the Site and/or Service
    • Using the Site and Services or features in violation of Vtrio’s or any third party’s intellectual property or other proprietary, Privacy Policy, or legal rights
    • Using the Site and Services in violation of any applicable law
    • Attempting, or encouraging or supporting anyone else’s attempt, to circumvent, reverse engineer, decrypt or otherwise alter or interfere with the Site and/or Services, or any other content thereof, or many any unauthorized use thereof
    • Using the Site in any manner that could damage, disable, overburden, or impair the Site and/or Service on interfere with any other third party’s use and enjoyment of the Site and/or Services
    • Obtaining or attempting to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site and/or Service

15. Miscellaneous

15.1 Miscellaneous

  1. These Terms of Service have been made in and shall be constructed and enforced in accordance with the laws and regulations of the city of Cochin, India. Any action to enforce these Terms and Conditions of this Terms of Service shall be brought in the federal or state courts located in Cochin, India.
  2. Notwithstanding any of the foregoing, nothing in these Terms and Conditions set forth in this Terms of Service will serve to preempt the promises made in the Vtrio Solutions Privacy Policy.
  3. All correspondence, unless otherwise mentioned, should be sent to, legal@vtrio.com
  4. You agree to report and not withhold any copyright violations of this Terms of Service to Vtrio Solutions as soon as you become aware of the same. In the event you have a claim of copyright infringement with respect to material that is contained in the Vtrio Site and/or Service, please refer the Section 13.1 Notice and Procedure for Making Copyright Infringement Claims.

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