EXPERT AGREEMENT
By accepting these Terms and Conditions, you acknowledge that you are making express representations and warranties to Infollion Research Service Limited including its Affiliates, Subsidiaries and Associates (together hereinafter collectively known and referred to as "Infollion Research") and its Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms and Conditions. Any change which relates to this agreement will be posted on the Infollion Research website and will be confirmed with you by email.
1. Overview
Infollion Research operates a network of Industry professionals known as "Infollion Expert Panel" to connect knowledge seekers with subject matter experts in various domains. The expert panel provides an inside point of view of veteran professionals working in that domain to researchers, consultants, analysts and strategy personnel to plan their strategies and take better and informed decisions. Experts can participate in engagements ranging from telephonic consultations, online surveys, face-to-face meetings as well as long term research projects.
2. Definitions
Infollion Expert Panel (IEP):
The network of industry experts maintained by Infollion Research.
Experts or IEP Member:
The members of Infollion Expert Panel who have been verified and approved by Infollion Research. They are subject matter experts in a particular domain possessing specific skill sets.
Clients:
YEntities who appoint Infollion Research for expert consultations and research projects.
Engagements:
Events where clients engage with experts from the Infollion Expert Panel (IEP), including telephonic consultations, personal meetings, and long-term research collaborations.
Engagement fees:
The amount paid by Infollion Research to the expert by virtue of his/her participation in an engagement and its successful completion thereby.
Offer for engagement:
A proposal by Infollion Research outlining the scope, engagement fees and agenda of the discussion or a research project.
Engagement Content:
Content created for the client or shared with the client licensed or sourced from some other party during the engagement by you.
Confidential Information:
refers to information provided to you or any third party acting on your behalf by Infollion Research, its clients or fellow IEP Members and relating in any way to the subject matter of this Agreement, whether furnished before or after the Start Date of the agreement and regardless of the manner i.e. written, oral or otherwise.
Confidential Information includes but is not limited to:
Information relating to existence, nature and content of proposed or actual Engagements performed under this Agreement.
Names and contact details of client and their employees.
Any documents or other items marked "Confidential" or specifically communicated as "Confidential".
Information about any potential investment or strategic decisions by your clients based on your engagements or advice.
Confidential Information does not include any information which:
(1) Is already known to you; or
(2) Becomes available to you from other sources which you reasonably believe not to be bound by any obligation of confidentiality, directly or indirectly, to Infollion Research, its clients or fellow IEP Members; or
(3) Is now or hereafter available to the public through no breach of this Agreement by you; or
(4) Is disclosed by you in accordance with the terms of a prior written approval by Infollion Research, its clients or fellow IEP Members.
IEP Information:
Biographical information pertaining to your education and experience, details of prior consultations or any other particulars are collectively known as IEP Information.
3. Empanelment Process
Membership:
You can register at the website of Infollion Research (www.infollion.com) to apply for membership of the IEP. However, your membership is subject to approval and such approvals are granted at the sole discretion of Infollion Research. Acceptance of the Terms and Conditions (www.infollion.com/expert-agreement) detailed in this agreement, review of expert tutorial (www.infollion.com/expert-tutorial) and a consent/waiver by your current employer are pre-conditions to your membership of IEP and consequent participation in Engagements. It is your duty to determine from whomsoever you have obligations to whether they have objections to your membership of IEP and receive consents required, if any.
Expert Tutorial:
You represent that you have read, understood and completed the expert tutorial available on the Infollion Research Website.
Accuracy of Information:
You agree to provide Infollion Research with precise biographical information, including but not limited to your current and previous employment status, education credentials, membership of associations or societies, certifications, publications, patents and awards. You agree not to impersonate any person or entity, or falsely state/misrepresent your affiliation with any person or entity, past or present including, but not limited to, misrepresenting your current or previous positions and/or qualifications. You are solely responsible for your IEP Information which will include your biographical information and specific information which Infollion Research or its clients may request prior to any engagement. While Infollion Research may revise IEP Information on your behalf based upon information provided by you or others, you have to ensure the accuracy and authenticity of your profile. You agree not to participate in any engagement with any Client unless your IEP Information is accurate and current.
4. Infollion Expert Panel Membership and Engagements
Independent Contractor:
It is understood and agreed that any service performed by you under these Terms and Conditions shall be performed as an independent contractor and consultant. You shall not be deemed to be an employee of Infollion Research or any of its Clients and you shall not be entitled to any benefits provided by either Infollion Research or any of its clients. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, employer-employee, principal-agent, nor mutual agency relationship between you and Infollion Research or any of its Clients and you shall not, by virtue of this Agreement, have any right or power to create any obligation, express or implied, on behalf of any other party.
Exclusivity:
Nothing herein is intended nor shall be construed as creating any exclusive arrangement with you. You are not restricted to engage professionally with other expert networks, organizations, or companies, unless stated otherwise in writing by Infollion Research and agreed by you as a pre-condition to your premium membership to IEP.
Participation in Engagements:
You will only accept engagements proposed or explicitly approved in writing by Infollion Research. If a client requests additional work or consultations, you must receive explicit approval from Infollion Research before commencing work on the same. However, you can choose to accept or decline the offer of any engagement from Infollion Research and promptly notify your decision within a reasonable timeframe.
Assignment and Scope of Engagements:
From time to time, you may receive requests to participate in engagements pertaining to your expertise as listed in your biographical information. The agenda and scope of the intended discussion with the client would be sent to you in writing to help you understand and appreciate the questions to which the client is trying to seek answers. Infollion Research or its Clients may ask you to provide additional information about yourself, including your ability to advise on particular topics at the assignment stage of the Engagement. By accepting the engagement offered, you confirm to Infollion Research that (at the date of your acceptance) your biographical information remains true, accurate, not misleading in any way, and current and that you are fully acquainted with the subject matter and scope of the discussion planned for the engagement.
Frequency:
However, Infollion Research does not make any commitment regarding the number or frequency of such engagements or other activities. The offer to participate in an engagement will be made solely at the discretion of Infollion Research.
Expectation of Service:
You must either accept or decline an invitation to participate in an engagement within 48 hours of receiving the invitation and schedule accepted engagements within five business days of the approval of your profile by the client. If you have reason to believe that you will not be able to make yourself available for the engagement in the suggested timeframe, you should decline to take up the engagement. Infollion Research expects you to reply to telephone calls or emails within 24 hours or a reasonable time frame in special cases.
Duration of Engagement:
You are expected to inform Infollion Research about the duration of the engagement after its completion within 5 business days. Clients have the option to terminate the call within the first ten (10) minutes without giving any reason whatsoever, in which case the call will not be considered billable by Infollion Research and no compensation would be provided to you for the same.
5. Engagement Restrictions
Prohibited Consultations:
You agree to decline any offer for engagements or its part thereof, discontinue participation in any engagement and promptly notify Infollion Research where your participation may result in:
Disclosure of material, non-public information about a public company or a person or an entity related to it.
Disclosure of trade secrets, strategies, proprietary or other confidential information including but not limited to the definitions of confidential information mentioned in Section 2.
Breach of any agreement, obligation to any current or past employer or client.
Disclosure of information where you have reasons to believe that it is related to competitors of the company that employs you or you are a member of board of directors.
Violation of any applicable law.
Violation of any of the terms and conditions detailed in this agreement.
Any conflict of interest or perceived conflict of interest.
Any kind of investment advice, recommendation of any security or other investment options or financial or physical assets or valuation of any security or other investment options or financial or physical assets.
Relationship to a Company or Entity:
You agree to decline any offer for engagements or its part thereof, discontinue any participation on a particular company or entity, public or private, if you are related to a company or entity, public or private, in any of the following manner:
You have been an officer, director or other employee of a company, or any other entity related to it directly or through any of its affiliates.
You have been privy to any non-public information of that company or entity by virtue of being a consultant or advisor, paid or otherwise, or have any other kind of relationship which may result in possession of material, non-public information about that company.
You own more than two percent (2%) of any class of listed or unlisted shares of that company directly or shared, or have voting rights, or ability to influence the voting rights to sell those shares.
You have reasons to believe that the client is a competitor of the company of which you are an officer, director or other employee.
You are current or former auditor of the company or have been a member of the auditing team in the last three (3) years.
You are an officer, director or other employee of the company which has been mandated to issue securities of the company in an Initial Public Offering (IPO) or Follow-up Public Offering (FPO), or corporate bonds, or any other kind of fund-raising efforts and the process has not been completed yet.
You are an officer, director or other employee of the company which has made or received a tender offer or a joint-venture proposal, or has acted on behalf of such company and the process has not been completed yet.
You are an employee, advisor or agent of a public or government, national or international, government owned, aided or controlled organization, member of a political party and have reasonable influence on legislation, policy, contracts, projects and regulations.
You will not disclose any financial information of the company where you have worked in the accounting and finance department in the last six (6) months.
If you are a franchisee, in addition to the above restrictions, you will not discuss the franchisor's financial performance, strategic plans or new product development or any other matter which is likely to reveal confidential information about the franchisor.
Healthcare Professionals:
You agree not to participate in any engagement or its part thereof, the content or agenda of which are likely to include details of:
Any clinical trial which you are currently involved in or have been involved in the last six (6) months, the results of which have not been disclosed.
Patient experience of any clinical trials which you have been involved with or other information about patients to whom you have given medical advice.
Professionals:
If you are a professional in the field of law, medicine, accounting, tax or any other regulated profession, you are prohibited from offering professional advice unless you have taken all steps to ensure that the rendering of such advice through Infollion Research is done in strict accordance with the laws, guidelines, practices or rules governing or applicable to your profession.
Inducements:
Clients of Infollion Research are not allowed to influence your decisions pertaining to purchase, refer, use, dispense, recommend, lease of any products, devices or services, prescriptions of drugs. You are required to terminate the engagement and notify Infollion Research immediately if the clients attempt or are perceived to have attempted to market their products or services, or influence your decisions, or induce or offer incentives inappropriately.
6. Warranties and Representations by Experts
Representations and Warranties:
You represent, warrant and undertake that at the date on which you accept these Terms and Conditions and at all times thereafter during the term of this Agreement:
IEP Information:
All biographical and other information that you provide to Infollion Research is true and accurate, current and not misleading in any way. You must notify Infollion Research of any change in your employment or career information as soon as reasonably practical. Without prejudice to the generality of the foregoing, you must specifically inform Infollion Research if you are:
- A current employee or advisor or consultant to any government, government department, government agency or to any state entity wheresoever located or have been so employed or engaged during the past two years;
- Currently involved with any clinical trial or test or have been so involved where the results of such trial or test have not been publicly disclosed;
- A current employee, director, non-executive director, officer, advisor or consultant to a public listed company or any subsidiary of a public listed company or have been so employed or engaged during the preceding twelve months.
Conflict of Interest:
You will not participate in any engagement including but not limited to as described in section 5.1 and 5.2, which is likely to result in any conflict of interest.
Respecting Other Obligations:
Your engagement in activities pertaining to IEP does not, and shall not, breach any of your employment obligations or any agreement that obligates you to keep in confidence any trade secrets or confidential or proprietary information of any other party or to refrain from competing, directly or indirectly, with the business of any other party or otherwise conflict with any of his or her agreements or obligations to any other party.
No Objection to Join:
You have obtained all necessary approvals, consents, waivers from whomsoever you have obligations including but not limited to your current employer, any association which you are a part of, any current or past entity, agency to whom you have provided consultancy or advisory services to be a part of Infollion Expert Panel (IEP). You should review all contracts, agreements, guidelines, codes of conduct and obtain necessary consents that may be required.
Professionals:
If you are rendering advice covered under Section 5.4, you represent and warrant to Infollion Research that such activity does not constitute a violation by you or Infollion Research of any laws, guidelines, codes of conduct, practices or rules governing your profession.
Prior Misconduct:
You have not been found guilty or any investigation is pending upon you by any court of law, entity, authority, association for insider trading, market abuse, money laundering, violation of any guidelines or any other offences in any jurisdiction and you will inform Infollion Research immediately upon becoming aware of any investigation or being charged with any such offences during the term of this agreement.
Taxes:
You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Infollion Research, in accordance with applicable law and, if applicable, you agree to provide Infollion Research evidence of such tax payments upon Infollion Research's reasonable request.
7. Confidentiality
Non-Disclosure:
Confidential Information is the sole property of the disclosing party and constitutes confidential trade secrets of the disclosing party, to be held by you in trust and solely for the disclosing party's benefit. You agree that, except as required under this Agreement, you will not publish, reproduce, disclose or make any use of any such Confidential Information unless the disclosing party authorizes you for disclosure of such information in writing.
Requirement by Law:
You may disclose this confidential information if required by law, valid court order, or government agency, provided you shall notify Infollion Research to the fullest legally permissible extent so that Infollion Research may seek a protective order requiring that the information and/or documents to be disclosed be used only for the purposes for which the order was issued.
Protection of Confidential Information:
You agree to take precautions to ensure the protection, confidentiality, and security of the Confidential Information entrusted to you and to satisfy your obligations under this Agreement as you would protect your own confidential information but in no event less than a reasonable standard.
Usage:
If required and only to the extent necessary, you may disclose the general topic and client description on an "as minimum needed basis" to secure any required third-party consent to your membership to IEP or an engagement prior to accepting an invitation for that engagement.
Copyright:
All material on Infollion Research websites, whether explicitly marked or not, as well as any other Infollion Research material that you receive as an IEP Member, is the proprietary property of Infollion Research and/or its licensors. Such materials may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.
Recordings:
Audio and visual recording is a pre-condition to/for participation and would be notified to you prior to your participation for your consent. If you accept the offer for these engagements, you agree to give your consent and permission to Infollion Research and/or its clients, its agents and subcontractors or any other third parties associated with Infollion Research to record and/or transcribe (whether by means of AI-based tools or otherwise) the consultation. You agree that such recordings may be submitted as evidence in a court of law to the extent permissible by applicable law or any other purpose deemed suitable by Infollion Research.
Exceptions:
Your obligations in this section shall not apply to any information that is or becomes known to the general public under circumstances involving no breach by the Consultant of the terms of this Agreement.
8. Content Ownership
Infollion Research Content:
All Intellectual Property rights in any material provided to you by Infollion Research and contained on the Infollion Research website belong to Infollion Research or Infollion Research's licensors. None of this material may be reproduced or redistributed without prior written consent from Infollion Research.
Originality of Content:
Unless otherwise agreed with a Client in writing, you warrant that any documentation or any other material (including but not limited to reports, studies, data, diagrams, charts, specifications, and programs) provided by you to a Client is created by you or you have obtained the necessary permission and licenses to share such content with the client. You agree not to submit content that violates the terms and conditions detailed in this agreement.
Client Content:
If you create any content during the course of your engagement with any client, it would be solely owned by the client and you will have no right to its ownership, including but not limited to, any product, discovery, invention, idea, or any other intellectual property that may result directly or indirectly from, based fully or partially upon, the use of that content by the client. It can be used by the client for any purpose including but not limited to reproduction, publication, reprint, sub-license, modification, public display, in whole or in part, translation, in its original form or modified, for any commercial or non-commercial purpose.
Expert Content:
Ownership of content created independently or prior to the engagement will be retained by you, but you agree to grant a royalty-free, worldwide, non-exclusive, fully paid-up, perpetual, transferable, irrevocable, royalty-free, and sublicenseable right to the client including but not limited to reproduction, publication, reprint, sub-license, modification, public display, in whole or in part, translation, in its original form or modified, for any commercial or non-commercial purpose.
Recorded Content:
Any audio-visual recording as per section 7.4, for which permission to record has been granted, express or implicit by virtue of your participation, by you to Infollion Research or its agents will be owned by Infollion Research or its Clients and will have the exclusive right to use it for any purpose including but not limited to reproduction, publication, reprint, sub-license, modification, public display, promotion of the website or services of Infollion Research, in whole or in part, translation, in its original form or modified, for any commercial or non-commercial purpose.
9. Privacy Policy
This privacy policy describes how Infollion Research collects, uses, protects, shares, and discloses your personal information provided by you or your representatives through our website or orally. By visiting our website www.infollion.com or becoming a member of the IEP you consent to the collection, use, and transfer of your personal information as per the terms of this privacy policy.
Information Collection: Infollion Research may collect and retain personal information about you including email, telephone numbers, payment details, address, etc., through our website in writing or orally through telephone to complete your IEP Information to provide you offers for research engagements. We may also collect certain non-identifiable information like the IP address, page views, types of browser and plug-ins. We may also collect information about you from third parties like current and former employers or entities you have worked with as advisors or consultants.
Authenticity: Infollion Research reserves the right to establish the authenticity of your IEP information, precision of time logging and invoicing, and content of engagements. Infollion Research may use any competent third-party vendors to carry out such checks in-house.
Usage: We use this information to map offers for engagement with your expertise, notify you of developments at Infollion Research, process your invoices, and make payments.
Disclosure to third parties:
We share certain parts of this information with our clients to help them make a decision of choosing the relevant expert for their research.
We may also share certain information with our affiliates or vendors who provide certain services to us only to the extent of rendering such services to Infollion Research.
We may also disclose this information as a part of a merger, acquisition, or sale of our assets.
This information may also be shared with clients to be used for your compliance with the terms and conditions.
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Infollion Research may share this information with non-client third parties for promotion and marketing of its own websites.
Infollion Research may share this information with a court, governmental bodies like security or enforcement agencies, as required by law, legal process, or for prevention/detection of crime.
Protection:
We maintain physical and electronic safeguards which are at par with the latest techniques on encryption and authentication.
Cookies:
Infollion Research uses cookies on our website to make your browsing experience better. Our cookies do not contain any personally identifiable information. If you do not wish to receive cookies you may set your browser settings to disable them.
Third party links:
Occasionally, at our discretion, we may include or offer third-party products or services on our website. These third-party sites have separate and independent privacy policies. You should review the privacy policy of those websites before submitting any personal information. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
Changes to our Privacy Policy:
Any changes to our privacy policy will be posted on our website www.infollion.com and will become effective upon posting. Your continued use of the Websites or acceptance of offers of engagement will indicate your consent to such changes.
Geography:
Your information will be held by us in India and may also be held and accessed by our staff and third parties working for us, or our subsidiaries and affiliates, inside and outside India. If your information is gathered outside India, you agree that it may be transferred to India offices of Infollion Research to be used for these purposes, and it may be transferred to and shared with any of Infollion Research worldwide locations.
Termination:
Your information will be treated as members' information even after termination of this agreement. However, they will not be used for any future marketing or promotional activities but Infollion Research will not be responsible for removing information shared with third parties or disclosed publicly prior to termination of this contract.
Contacting Us:
If there are any questions regarding this privacy policy you may contact us using the information below.
3rd Floor, Tower B, Unitech Cyberpark, Sector 39, Gurgaon, Haryana, India 122003
Phone: +91-124-4272967
Email: legal@infollion.com
10. Non-Solicitation
You agree that for a period of one year from the completion of the latest engagement or introduction with a Client to whom you have been introduced by Infollion Research, you will not solicit services from or propose any kind of consulting or similar relationship to such Clients without prior written consent from Infollion Research (which consent Infollion Research may withhold in its sole and absolute discretion). You also agree that, for a period of one year after the termination of your relationship with Infollion Research for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of any Clients to whom you have been first introduced by Infollion Research or any employee of Infollion Research.
11. Payments & Fees
Hourly Rate:
You are free to choose the hourly rate you would like to charge to Infollion Research for consultations at the time of joining the IEP or change it thereafter at any point of time. Infollion Research may provide guidelines to help you choose your hourly rate based on their experience and education.
Engagement fee:
You should notify Infollion Research within five (5) working days of the completion and duration of the engagement. The engagement fee will be calculated, by default, by multiplying the hourly rate and the duration of the engagement in hours rounded off to the nearest minute. (For example, 75 minutes will be 1.25 hours) or as agreed upon between you and Infollion Research before the start of the engagement. The engagement fee will be paid to you within thirty (30) working days of validation of the duration of engagement by the client and will be deposited or transferred to your bank account as per the details submitted at the time of registration with IEP. Any inadvertent or unforeseeable delay in this deposit will be communicated to you prior to the completion of these thirty (30) days.
Referral fees:
You can introduce other experts to IEP and will be entitled to a referral fee of 10% of the engagement fees for 1 (one) year, extendable at the sole discretion of Infollion Research given to such experts. Notwithstanding the foregoing, you will not be entitled to the referral fee if the expert who was referred does not include the referral code specific to you during the registration process.
Cancellation:
The client has the right to cancel the engagement without any prior notice whatsoever. Infollion Research will promptly notify you in case of such cancellations on a "best effort" basis, but you will not be entitled to any engagement fees for such cancellations.
Quality of Consultations:
The clients reserve the right to terminate the engagement within the first ten (10) minutes of the engagement without any reason whatsoever including, but not limited to, irrelevance of experience or lack of knowledge in a particular domain of interest. In such cases, you will not be entitled to any engagement fee from Infollion Research. The clients may dispute payment to you due to the quality of your/their work in an engagement, in which case, Infollion Research will be the sole authority to resolve such a dispute, and you agree to abide by the decision.
Alternative payment accounts:
Infollion Research will strive to provide the preferred way of crediting your engagement fee to you or direct payment to your employer accounts. If you or your employer has specified that payments be remitted to your employer, you agree, so long as your relationship with your employer exists or your employer provides otherwise in writing, that payments will be made to your employer. However, the decision to use any of these payment methods will lie solely with Infollion Research.
Tax Identification number/PAN:
Infollion Research reserves the right to request additional information on tax identification number or permanent account number or any other equivalent as per the country of residence as part of security measures or to comply with regulations or applicable law.
Non-payment or withholding of engagement fees:
Infollion Research reserves the right of non-payment or withholding of engagement fees if it has reasons to believe that you have violated the terms and conditions detailed in this agreement, and to the extent that you have already received such payments for engagements, Infollion Research will have the right to recover such payments in full. In certain disputed engagements including but not limited to as mentioned in section 11.5, or in any court of law, Infollion Research may withhold the payment of engagement fees till a settlement to such dispute is reached.
Delay in payments:
If you do not receive the payment within the stipulated time, you shall notify Infollion Research within six (6) months of the thirty (30) day period during which the payment is supposed to be made. Infollion Research will enquire into such delays and put its best endeavours to ensure prompt payment. However, Infollion Research reserves the right to withhold such delayed payments indefinitely in case of your failure to notify Infollion Research of such delay by more than 6 months.
12. Third Parties
Intended Third Party Beneficiaries:
You hereby acknowledge that clients of Infollion Expert Panel and other services with whom you engage or intend to engage for consultations are intended third-party beneficiaries and have the same rights and expectations as possessed by Infollion Research as a direct contracting party with respect to any breach by you of your representations, warranties, and covenants hereunder. You hereby agree that all third-party beneficiaries will have the right to enforce your compliance with these terms and conditions.
Non-Disclosure:
Upon reasonable request from clients, you may have to enter into separate and appropriate forms of agreements pertaining to non-disclosure of critical information on specific engagements.
Reconfirmations:
Infollion Research may request reconfirmation of these terms and conditions or a part thereof, and additional clauses may be appended with or without a request from the client or other third-party beneficiaries as a pre-condition to future engagements.
13. Indemnifications and Limitation of Liability
Liability:
The maximum liability of Infollion Research in the contract due to any breach of statutory duty, negligence, misrepresentation or otherwise will in no case exceed the lesser of INR 50,000 or the engagement fees paid to you provided you bring any action within one year of after the action has occurred.
Except where otherwise stated in these Terms and Conditions, Infollion Research shall not be liable for any loss, consequential, punitive or special damages, or any costs, expenses or other claims including without limitation:
(1) loss of profit:
(2) loss of business:
(3) loss of revenue:
(4) loss of goodwill:
(5) loss of anticipated savings:
(6) loss of any data or information; and/or:
(7) special or indirect loss or consequential loss:
(8) performance of any services as a member of IEP or otherwise which arise out of or in connection with this Agreement.
In no case, Infollion Research have any obligation to defend or provide you with lawyer fees or pay legal costs and expenses on your behalf.
14. Miscellaneous
Severability:
In the event that one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
Captions:
Titles and headings to sections or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.
Waiver:
Any delay or failure to exercise any right under this Agreement, will not constitute a waiver of that right or any other rights detailed in this Agreement. Any consent to a breach in any express or implied form to any term of this Agreement will not constitute a consent to any subsequent breach and therefore not prevent Infollion Research to insist upon adherence to that term or any other term detailed in this agreement.
Notices:
All notices, requests, demands, approvals, consents, and other communications which are required or may be given hereunder shall be:
(1) in writing;
(2) deemed to have been duly given upon delivery thereof by one of the following means:
(a) hand-delivered,
(b) first-class mail, postage prepaid,
(c) recognized overnight courier, or
(d) facsimile or other electronic means provided receipt thereof is verified by the sender.
Governing Law:
This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Delhi, INDIA. In the event of any dispute or difference between the parties hereto, regarding the interpretation or meaning of any provision of this agreement or regarding any claim of one party against the other or regarding any other matter arising out of this agreement, the same will be referred to under the jurisdiction of a Delhi District Court, India. You waive any benefit applicable to them under the laws of their country of residence, whereby they may claim any interim measures of protection through the courts of their country of residence. The governing language of this agreement shall be English and shall supersede any translations provided to you for convenience.
Entirety of Agreement:
These terms and conditions, as they may be modified from time to time constitute the entire agreement between you and Infollion Research and supersedes all agreements and understandings, whether written or oral, relating to the subject matter of this agreement.
Term and Termination:
This Agreement shall commence on the date hereof and shall continue until terminated by a written notice by you or Infollion Research.
Consequences of Expiry:
The clauses on confidentiality, member information, content ownership, privacy policy, non-solicitation of clients, third parties , liability, governing law, sub-contracting will survive the expiry and termination of this agreement. Infollion Research will remove your profile from the website and all future communications three (3) months after the date of termination of this agreement. However, Infollion Research will not be responsible for removal of your name used in public or with clients due to marketing activities and use of your member information for any reason whatsoever as governed by the terms and conditions during the term of this agreement.
Amendments:
TThese terms and conditions may be updated form time to time at the sole discretion of Infollion Research. Any acceptance to offer for engagements after the updation will be construed as acceptance to new terms and conditions. If you disagree with the updated terms and conditions; you are free to terminate your membership of IEP.
Sub-Contracting & Transfer of rights:
This Agreement is binding upon and will inure to the benefit of yours and Infollion Research, successors and assigns of Infollion Research and you. Infollion Research may transfer, assign, subcontract or otherwise part with any or all of its rights and obligations under this Agreement. You may not assign or sub-contract your rights and obligations under this Agreement to a third party without prior written consent by Infollion Research.
For further enquiries on these terms and conditions please contact legal@infollion.com.
Last updated on: 01 September 2024
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