1. INTRODUCTION
Welcome to www.divyamadhur.com (the “Website“). The Website is owned and operated by DivyArc (OPC) Pvt. Ltd. (“DivyArc“, “us” or “we“).
PLEASE READ THESE TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE USING THE WEBSITE. By using the Website or ordering products from this website, you signify your agreement to these Terms of Service Agreement. If you do not agree to these Terms of Service Agreement, you may not use the Website. In addition, when you use any of our current or future services, you will also be subject to our guidelines, terms, conditions and agreements applicable to those services. If these Terms of Service Agreement are inconsistent with the guidelines, terms and agreements applicable to those services, these Terms of Service Agreement will control.
This Terms of Service Agreement (the “Agreement”) governs your use of this website, [www.divyamadhur.com], [DIVYARC (OPC) PVT LTD] offer of services and products for purchase on this Website, or your purchase of services or products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. DIVYARC will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised.
2. SERVICES & PRODUCTS
Terms of Offer. This Website offers for sale certain services and products (the “Products”). By placing an order for Services and Products through this Website, you agree to the terms set forth in this Agreement.
Customer Solicitation: Unless you notify our third party call center reps or direct DIVYARC sales reps, while they are calling you, of your desire to opt out from further direct company communications and solicitations, you are agreeing to continue to receive further emails and call solicitations DIVYARC and its designated in house or third party call team(s).
Opt Out Procedure: We provide 2 easy ways to opt out of future solicitations.
2.1. You may use the opt out link found in any email solicitation that you may receive.
2.2. You may also choose to opt out, via sending your email address to: dm@divyamadhur.com .
Proprietary Rights. DIVYARC has proprietary rights and trade secrets in the Services or Products. You may not copy, reproduce, resell or redistribute any Product manufactured and / or distributed by DIVYARC. DIVYARC also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information.
Applicable Tax. If you purchase any Services or Products, you will be responsible for paying any applicable taxes.
3. WEBSITE
Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website also offers information, both directly and through indirect links to third-party websites for relevant requirements. DIVYARC does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that DIVYARC does create the content on this Website, such content is protected by intellectual property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and / or other laws. You acknowledge that your use of the content on this Website is for personal, non-commercial use. Any links to third-party websites are provided solely as a convenience to you does not endorse the contents on any such third-party websites. DIVYARC is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk.
Use of Website; DIVYARC is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material on the Website, (4) not engage, directly or indirectly, in transmission of “spam”, chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of the Website
License. By using this Website, you are granted a limited, non-exclusive, non- transferable right to use the content and materials on the Website in connection with your normal, non-commercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from DIVYARC or the applicable third party (if third party content is at issue).
Posting. By posting, storing, or transmitting any content on the Website, you hereby grant DIVYARC a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. DIVYARC does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. DIVYARC is not liable for any damage or harm resulting from any posts by or interactions between users. DIVYARC reserves the right, but has no obligation, to monitor interactions between and among users of the Website and to remove any content DIVYARC deems objectionable, in DIVYARC ‘s sole discretion.
4. PRIVACY AND YOUR ACCOUNT
Please review our Privacy Policy which also governs your visit to the Website, to understand our privacy practices.
5. AGREEMENT TO BE BOUND
By using this Website or ordering Products, you acknowledge that you have read and agree to be bound by this Agreement and all terms and conditions on this Website.
6. CONSIDERATION
You agree that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Website and data, materials and information available at or through the Website.
7. RESTRICTIONS ON USE; LIMITED LICENSE
All content contained on the Website (collectively, “Content“), such as text, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is our property or the property of our licensors or licensees, and the compilation of the Content on the Website is our exclusive property, protected by India and international copyright laws, treaties and conventions. All software used on the Website is our property or the property of our software suppliers and protected by India and international copyright laws, treaties and conventions.
Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark“) contained on the Website are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
We grant you a limited license to access and make personal use of the Website. No Content of the Website or any other Internet site owned, operated, licensed, or controlled by us may be copied, reproduced, republished, downloaded (other than audio materials), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose.
The license granted to you does not include, and specifically excludes, any rights to: resell or make any commercial use of the Website or any Content; collect and use any product listings, descriptions, or prices; make any derivative use of the Website or Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. You may not frame, or utilize framing techniques to enclose, any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent. Any unauthorized use automatically terminates the license granted to you hereunder. You are granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.
8. USER INFORMATION.
www.divyamadhur.com does not collect any of your user information other than what is shared for booking appointments and subscription to newsletters / updates.
9. SYSTEM REQUIREMENTS.
DIVYARC may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements for the Website and the format of any downloadable content, in whole or in part, without notice or liability to you.
Internet access, use of the Software, or use of a Device may result in fees in addition to any fees incurred on the Website. Software and Devices may require you to obtain updates or upgrades from time to time. Your ability to use the Website may be affected by the performance of the Software, the Device, or your Internet connection. You acknowledge and agree that it is your sole responsibility to comply with the system requirements of your Software and Device, as in effect from time to time, and to maintain, update, and upgrade your Software and Devices, including the payment of all Internet access, Software, and Device fees without recourse to DIVYARC.
10. SUBMISSIONS
You may post reviews, comments, submit suggestions, ideas, questions, or other information, so long as none of these materials are illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable and do not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate anyone, or otherwise mislead as to the origin of any content.
11. CONTENT LINKED TO THE WEBSITE
You should be aware that when you visit the Website, you could be directed to other sites beyond our control including links to or from affiliates and content partners that may use our Marks as part of an affiliate relationship. When you click on a link that directs you away from the Website, the site to which you are directed may not be controlled by us and different terms of use and privacy policies may apply which you should carefully read and evaluate. You acknowledge that we are not responsible for examining or evaluating, and that we do not warrant the offerings of, any such third party or the content of their sites. We do not assume any responsibility or liability for the actions, products, or content of any third party or any third party site. We reserve the right to disable links from or to third-party sites, although we are under no obligation to do so.
12. DISCLAIMER OF WARRANTIES
THE CONTENT / SERVICES / PRODUCTS ON THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY CONTENT (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY OF YOUR EQUIPMENT OR SOFTWARE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING USE, OR THE RESULTS OF USE, OF ANY CONTENT, PRODUCT OR SERVICE CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE WEBSITE INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SITE OR SERVICE LINKED TO FROM THE WEBSITE (AND SPECIFICALLY NO REPRESENTATION OR WARRANTY OF CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY OR SAFETY).
WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR AVAILABILITY OF INFORMATION, CONTENT AND MATERIALS FOUND ON SITES THAT LINK TO OR FROM THE WEBSITE. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCT OR SERVICE THAT YOU PURCHASE FROM A THIRD PARTY WEBSITE THAT LINKS TO OR FROM THE WEBSITE OR THIRD PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ON OUR WEBSITE. WE DO NOT ENDORSE ANY OF THE MERCHANDISE, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF, ANY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON ANY THIRD PARTY WEBSITE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION, CONTENT OR MATERIALS (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE TO ANY THIRD PARTY. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL CLAIMS AGAINST US WITH RESPECT TO INFORMATION, CONTENT AND MATERIALS CONTAINED ON THE WEBSITE, ON THIRD PARTY SITES, AND ANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO OR THROUGH ANY SUCH THIRD PARTY SITES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION). WE STRONGLY ENCOURAGE YOU TO MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY ONLINE OR OFFLINE TRANSACTION WITH ANY THIRD PARTY.
DIVYARC, ThetaHealing, and other modalities used provide impressive results for most people but there is no guarantee they will achieve your goals or be as beneficial as they are for most people. Please consult your physician and / or therapist regarding your participation.
Every time you request services with DIVYARC (OPC) PVT LTD, you understand that Divya Madhur, DIVYARC and any and all of DIVYARC affiliates are not licensed medical doctors, practitioners or therapists. This healing session is not meant to diagnose or treat any disease, but rather it is intended to provide information that will promote the conditions under which natural healing skills and abilities are strengthened. It is designed to give insights into innate healing potential and guide you towards a more healthy and balanced lifestyle. You also realize that the sessions are for increasing coping skills, teaching how to manage stress in creative and healthy ways, and to help eliminate unhealthy habits.
You certify that your participation is of your own free will and you accept complete responsibility for your well being at all times. If are you currently undergoing medical or psychological treatment or you are currently receiving treatment or counseling, you agree to request a referral letter from your physician prior to participation. In case of not providing Divya Madhur, DIVYARC or any and all of DIVYARC affiliates you further certify that you are a healthy individual and that you are physically and psychologically fit to fully participate, and you know of no reason, nor have you been informed by you physician or psychologist of any reason, why your participation would do you harm of any nature.
You agree to release and hold harmless Divya Madhur, DIVYARC and all of it’s affiliates from any claim arising out of any portion of these sessions in which you are voluntarily participating, including any claim for physical and / or mental injury to yourself, whether caused by negligence or otherwise. You also understand that although these sessions may raise emotional issues, it is not intended to provide a therapeutic environment or be a substitute for ongoing counseling or psychotherapy. Resolution of any issues which may surface and which may warrant counseling will be your sole responsibility and will be undertaken at your sole discretion and at your own expense. You are clear that you are not being treated for specific medical problems. You clearly understand that all services rendered to you are to be paid in full directly before our session.
For further sessions you shall give DIVYARC a minimum of 24 business hours notice in the event of a cancellation. You understand if you fail to comply, you shall be charged the amount of service scheduled. You also take responsibility for being on time for your appointment, and you shall be charged for the full scheduled appointment time.
ThetaHealing and any other energy healing sessions are kept strictly confidential between the client and practitioner.
You have read all the above paragraphs and understand and accept the policies as stated, as well as acknowledge Notice of Privacy Practices.
13. RELEASE STATEMENT – THETAHEALING
By requesting ThetaHealing sessions or seminars or webinars, you hereby authorize Divya Madhur, ThetaHealer to work with you using ThetaHealing (R) for the purposes that you addressed, and for any other future purposes that you may request. You understand that the success of your healing sessions depends greatly on your own ability and desire to affect change in yourself. You understand that the results of your sessions depend greatly on your own serious participation, and that DIVYARC and Divya Madhur cannot offer any guarantee of the success of your work together. You are aware, however, that Divya Madhur & DIVYARC will make every reasonable effort to ensure your success.
You fully understand the difference between psychotherapy and energy healing, and fully understand that Divya Madhur does not offer psychotherapy. You also understand that you have other choices from which to seek assistance regarding your specific concerns, and you have chosen energy healing at this time.
14. LIMITATION OF LIABILITY
DIVYARC ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHWERWISE, WITH RESPECT TO THE WEBSITE CONTENT, SERVICES AND PRODUCTS AND / OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID, LESS SHIPPING AND HANDLING, FOR PRODUCTS PURCHASED VIA THE WEBSITE.
DIVYARC WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES / PRODUCTS IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT, SERVICES OR PRODUCTS; (2) THE COST OF PROCURING SUBSTITUTE SERVICES, PRODUCTS OR CONTENT; (3) ANY SERVICES, PRODUCTS PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM: (A) THE USE OF, OR ANY INABILITY TO USE, THE WEBSITE OR ANY CONTENT OR FUNCTIONS THEREOF; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE OR ANYONE ELSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL DIVYA MADHUR, DIVYARC OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND OUR OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER WE NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (A) ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY SITE, SERVICE, SOFTWARE OR HARDWARE; OR (B) ANY DELAY OR FAILURE YOU MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO THE WEBSITE.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.
15. INDEMNIFICATION
You will release, indemnify, defend and hold harmless DIVYARC, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products (including Trial Products); (4) any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you
supplied to [
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DIVYARC will have the right to participate in any defense by you of a third- party claim related to your use of any of the Website content, Services or Products, with counsel of DIVYARC choice at its expense. DIVYARC will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend DIVYARC against any claim, but you must receive DIVYARC prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website, Services or Products.
DIVYARC.
When DIVYARC is threatened with suit or sued may seek written assurances from you concerning ]; your failure to provide such assurances to be a material breach of this Agreement.
16. AMENDMENT
We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Website following any change to these Terms of Use will constitute your assent to and acceptance of the revised Terms of Use.
17. COVENANT NOT TO DISCLOSE OR COMPETE
This Covenant Not To Disclose Or Compete (the “Agreement”) is entered into by and between DIVYARC (OPC) PVT LTD (“DIVYARC”) and You
(“Receiving Party”) (collectively referred to herein as the “Parties”) for the purpose of preventing the unauthorized disclosure of Confidential Information and Competition as defined below. The Parties agree to enter into a confidential relationship with respect to the disclosure and/or use of certain proprietary and confidential information and trade secrets.
DIVYARC, whose principal place of business is located at Bangalore, India, is engaged in the business of energy healing and support as well the marketing and sale of other valuable services and products; and the Receiving Party is an individual / business, are entering into negotiations for the purchase of services and / or products of the Receiving Party, intellectual property licenses of either Party, and/or services and/or products of DIVYARC, which may require DIVYARC to reveal certain confidential or proprietary information or trade secrets; and WHEREAS, the execution of this Agreement is a condition precedent to and consideration for entering into said negotiations;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which DIVYARC is engaged or any other business venture, and / or which provides or may provide certain specific information concerning the products, methods, strategies, models, plans, and intellectual property of DIVYARC and its affiliates.
This definition of “Confidential Information” includes, but is not limited to, any and all information received by the Receiving Party from DIVYARC, whether verbal or written, concerning DIVYARC’s assets, products, services, clientele, business strategies, business methods, business models, business plans, and intellectual property. Furthermore, for purposes of illustration and not limitation, Confidential Information may be transmitted orally, in writing, by fax, e-mail, e-mail attachment, computer file, traditional mail, text message, instant message, computer disk, digital storage device, or any and all other means of written communication or information storage.
Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by DIVYARC; or (c) is disclosed by Receiving Party with DIVYARC’s prior written approval.
Definition of Compete or Competition. For purposes of this Agreement, Competition shall include the occupation of any position, whether as proprietor, stockholder, partner, officer, employee, or otherwise, where the Receiving Party may gain or confer upon any other party any benefit, directly or indirectly engaged in the business of personal energy healing and self-help publication, promotion, sales, and seminars, through means of internet commerce or within twenty-five (25) kilometers of any location at which DIVYARC has a physical presence.
Obligations of Receiving Party.
Disclosure. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of DIVYARC. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required pursuant to the Parties’ business and commercial transactions and shall require those persons to sign non-disclosure restrictions of greater or comparable restrictiveness as those contained in this Agreement. Receiving Party shall not, without prior written approval of DIVYARC, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of DIVYARC, any Confidential Information. Receiving Party shall return to DIVYARC any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if DIVYARC requests it in any written communication.
Competition. The Receiving Party specifically agrees that during the term of any covenant, contract, agreement, or business venture between or with the Parties, and for a period of three (3) years after the termination of any covenant, contract, agreement, or business venture between or with the Parties, for whatever reason, the Receiving Party shall not Compete either directly or indirectly, whether as proprietor, stockholder, partner, officer, employee, or otherwise, with DIVYARC.
Damages. The Parties agree that the quantum of damages, which shall include unrealized business opportunities, caused by the disclosure of Confidential Information or Competition may be difficult to determine. Therefore, notwithstanding the foregoing clause regarding compensatory damages, the Parties agree that a breach of this Agreement by Receiving Party shall entitle DIVYARC to liquidated damages in the amount of INR 5,00,000, not to exclude punitive damages where available. The Parties agree that this is a reasonable amount of liquidated damages, and is not a penalty. DIVYARC shall also be entitled to all attorney’s fees incurred pursuant to enforcement of this Agreement.
Time Periods. The non-disclosure provisions of this Agreement shall survive the termination of any Agreement(s) between the Parties, and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until DIVYARC sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. The non-compete provisions of this Agreement shall survive according to the terms set forth in paragraph 4(b) of this Agreement or until DIVYARC sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
Relationships. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venturer, employee, or agent of the other Party for any purpose.
Integration. This Agreement expresses the complete understanding of the Parties, there being no representations, promises, warranties, covenants, or undertakings other than those expressly set forth herein, with respect to the subject matter of this Agreement and supersedes all prior proposals, agreements, representations, and understandings. The Parties are not relying upon any representations other than those expressly set forth herein. This Agreement may be executed in any number of counterparts, any one of which may be deemed the original. This Agreement may not be amended except in a writing signed by both Parties.
Severability. If a court of competent jurisdiction shall, at any time, hold that a portion of this Agreement is invalid, unenforceable, or otherwise illegal, the remainder shall not be affected thereby and shall continue in full force and effect. Any portion of this Agreement, which is held invalid, unenforceable, or otherwise illegal by a court of competent jurisdiction, shall not be stricken but shall, as an operation of law following said holding, be amended or otherwise interpreted in such a way as to comport with the laws and default rules of the Government of India.
Assignability and Binding Effect. This Agreement may be assigned by DIVYARC to a successor entity in the event of a merger or consolidation of DIVYARC or in connection with the sale of any portion of DIVYARC’s business or assets. This Agreement shall be binding upon Receiving Party’s signatories, successors in interest, heirs, legal representatives and assigns, whether such interest is conferred by sale, license, or franchise of any portion of Receiving Party’s business or assets.
Execute Documents. Each Party agrees to execute such other and further assurances or instruments as may be necessary to carry out the intent of this Agreement.
Voluntary Execution. Each of the Parties warrants that they have carefully read and fully considered this Agreement and all of the statements, terms, conditions, and provisions thereof prior to its execution. Each Party acknowledges that he or she has been advised of the right to and had the opportunity to seek the counsel of an attorney regarding this Agreement and all of the statements, terms, conditions, and provisions thereof prior to its execution. Each Party further acknowledges that the Agreement is fair and equitable, that it is being entered into voluntarily and that it is not the result of any fraud, misrepresentations, duress, or undue influence exercised by either party upon the other or by any other person or persons.
Governing Law. The validity, enforceability, and interpretation of this Agreement shall be determined and governed by the laws of the Government of India.
Venue. Any and all claims and controversies arising out of or relating to this Agreement shall be brought in and heard by a Courts of Delhi.
18. GENERAL
Force Majeure. DIVYARC will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott.
Cessation of Operation. DIVYARC may at any time, in its sole discretion and without advance notice to you, cease operation of the Website and distribution of the Products.
Entire Agreement. This Agreement comprises the entire agreement between you and DIVYARC and supersedes any prior agreements pertaining to the subject matter contained herein.
Effect of Waiver. The failure of DIVYARC to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Governing Law; Jurisdiction. This Website originates from the [Courts of Delhi] . This Agreement will be governed by the laws of the State of [Delhi] without regard to its conflict of law principles to the contrary. Neither you nor [Business Name] will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of [Delhi] By using this Website or ordering Products, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You
City, State]
Law State Name
hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
Termination. DIVYARC reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and DIVYARC may, in its sole discretion and without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, DIVYARC reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until DIVYARC chooses, in its sole discretion and without advance to you, to terminate it.
Domestic Use. DIVYARC makes no representation that the Website or Products are appropriate or available for use in locations outside India. Users who access the Website from outside India do so at their own risk and initiative and must bear all responsibility for compliance with any applicable local laws. Assignment. You may not assign your rights and obligations under this Agreement to anyone. DIVYARC may assign its rights and obligations under this Agreement in its sole discretion and without advance notice to you.
Cancellation Policy:
- It is the Client’s responsibility to notify 24 hours in advance of the scheduled calls / meetings to reschedule or cancel.
- Coach reserves the right to bill Client for a missed meeting. Coach will attempt in good faith to reschedule the missed meeting.
Refund Policy:
- After the healing session has begun or has been fully conducted, refunds are not applicable.
- Refunds requested in writing 24 hours prior to the beginning of the session will be given in full.
BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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