Terms of Use – Itly | Google Review Link Generator and Link Shortener free

Last Updated: March, 2021

Itly.in (“Itly,” “we” or “our”) provides URL shortening, custom-branded link, link management ,Google review link generator and shortener tool by InfoTalks , (collectively, the “Itly Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the Itly Services and constitutes a binding legal agreement between you and Itly. If you accept this Agreement or use the Itly Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of the Itly Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, Customer’s use of the Itly Services is governed by the Itly Privacy Policy .

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A ITLY ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE ITLY SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE ITLY SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

SCOPE & MODIFICATIONS
1. Modifications. Itly reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your Itly Account Details page. By continuing to access or use the Itly Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the Itly Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Itly Services.
2. Scope & Current Offerings. As of the Effective Date, Itly offers certain Itly Services to Customer. Itly may add, remove, suspend, discontinue, modify or update the Itly Services at any time, at its discretion. After the effective date of such update, Itly shall bear no obligation to run, provide or support legacy versions of the Itly Services.
3. Itly Premium Customers. If you have purchased a Itly Premium Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms
4. Support, Uptime & Training. The training and level of customer support for the tier of Itly Services you purchase is set forth on the Itly Services pricing page.
PAID ACCOUNTS
1. Fees. Itly offers fee-based Itly Services that provide additional features and functionality. Pricing and services for paid accounts are described on Itly’s Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay Itly all applicable fees for the tier of Itly Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
2. Payment. Customer will pay Itly invoices on the payment interval selected. If not otherwise specified, payments will be due immediately.
3. Taxes. Fees are inclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”).
4. Downgrades. . Itly reserves the right to downgrade, suspend or terminate Customer’s access to any or all Itly Services if Fees are past due.
LICENSE, METRICS AND COMPLIANCE
1. License to Itly Services. Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, Itly grants Customer, and any other party agreed in an Order Form, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the Itly Services solely to shorten uniform resource locators (“URL”), receive certain Itly Link Metrics (defined in Itly’s Privacy Policy) and, for Premium Plan Customers, to utilize the other products and services defined on the applicable Order Form during the Term.
2. Itly Link Metrics. As part of the provision of Itly Services, Itly collects and generates Itly Link Metrics, which are described in Itly’s Privacy Policy. Certain, limited Itly Link Metrics are published on Itly’s website. Customer acknowledges and agrees that all Itly Link Metrics are owned by Itly, and that Itly has the right to use, license, sell or otherwise dispose of Itly Link Metrics as detailed in Itly’s Privacy Policy. Itly does not make all Itly Link Metrics available to Customer. Customer may access, use, and copy the limited Itly Link Metrics we make available to Customer according to the Customer’s service tier. Customer may not combine any Itly Link Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise share Itly Link Metrics with any third party.
3. Access Credentials. Itly shall provide Customer with non-transferable access credentials for the Itly Services. Customer shall not (i) misrepresent or mask identities when using the Itly Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by Itly. Customer shall safeguard all access credentials provided by Itly and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the Itly Services; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by Itly and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. Itly may update, refresh or change the manner of accessing the Itly Services in its discretion.
4. Compliance Monitoring. Itly may monitor Customer’s use of the Itly Services for compliance with the Agreement. If Itly observes usage of the Itly Services that it believes are not in compliance with the Agreement, Itly will notify the Customer and give the Customer five (5) business days to remedy its non-compliance. If Customer does not remedy its non-compliance within five (5) business days, Itly reserves the right to suspend or terminate Customer’s use of the Itly Services. Itly reserves the right to suspend Customer’s use of the Itly Services without notice in the event that it believes, in good faith, the security of Customer’s Itly account has been compromised, or the Customer’s Itly account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement.
INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
1. Ownership. Except for any Customer Content or Customer Services, Customer acknowledges and agrees that Itly is the sole and exclusive owner of all right, title and interest in and to the Itly Services and Itly Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“Itly Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the Itly Materials. Except for the limited license rights expressly granted herein, no rights to Itly Materials are granted hereunder and all rights in such Itly Materials are reserved.
2. Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Itly Services or Itly Link Metrics (“Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Itly upon its creation
3. License Restrictions. Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than Itly or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the Itly Services or Itly Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the Itly Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Itly Services or Itly Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Itly Services or Itly Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the Itly Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Itly Services or Itly Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the Itly Services or Itly Link Metrics. Notwithstanding anything to the contrary herein, Itly may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that Itly will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
4. Technical Restrictions. Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens or other access to or use of Itly Services in the relevant documentation or as otherwise provided by Itly in an Order Form. If Itly believes that Customer has attempted to exceed or circumvent these limitations, Itly may suspend or block Customer’s access to the Itly Services. Itly may monitor Customer’s use of the Itly Services, including to ensure Customer’s compliance with this Agreement.
5. Open Source Software. Itly Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.
6. Third Party Materials. Itly Services may utilize third party software or source code, including without limitation Open Source Software (“Third Party Materials”). Itly has no control over Third Party Materials. Accordingly, Itly is not responsible or liable for any Third Party Materials. While Itly has no obligation to monitor Third Party Materials, Itly may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
7. Trademarks. Itly grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Itly’s names, logos, designs, and other trademarks incorporated into the Itly Services (“Itly Marks”) during the Term and solely for the purposes of displaying such notice as part of the Itly Services. Customer recognizes the validity of the Itly Marks and Itly’s ownership and title thereto. Any goodwill derived from the use of the Itly Marks by Customer shall inure to the benefit Itly. Customer will not challenge the Itly Marks, or Itly’s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. Customer shall execute such documents as may be reasonably requested by Itly, or required by law, to establish Itly’s sole and exclusive ownership and rights in the Itly Marks, or to obtain registration thereof.
CUSTOMER SERVICES, CONTENT AND INFORMATION
1. Customer Services. Itly shall have no liability for any Customer product or service accessed through or making use of the Itly Services or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the Itly Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by Itly. Customer shall not suggest or imply that Itly is the author of or otherwise responsible for the views or content of the Customer Service. The Itly Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the Itly Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on Itly in any manner.
2. Customer hereby grants to Itly an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by Customer to Itly (“Customer Content”) in connection with the provision, operation and promotion of the Itly Services, creation of Itly Link Metrics and for other business purposes. Itly’s collection, use and sharing of personal information Itly receives from Customer or third parties (including social media networks) is described Itly’s Privacy Policy. As stated in our Privacy Policy, where permitted by law, if you register a Itly Account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your Account with our sales team and the business to explore the business’ interest in creating or managing an enterprise account or for related purposes.
REPRESENTATIONS AND WARRANTIES
1. Customer Content Warranties. Customer represents and warrants that Customer Content and all information on which the Itly Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the Itly Link Metrics are based, was received, collected, used and provided to Itly in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the Itly Link Metrics are based; and (v) that none of the Customer Content or information or data on which the Itly Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.
2. Further Customer Warranties. Customer further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Itly Services or Itly Link Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the Itly Services subject to any open source or similar license which creates an obligation to grant any rights in the Itly Services; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Itly Services or Itly Link Metrics; (iv) in the event of any security breach or unauthorized access to any Itly Services, Itly Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify Itly in writing, and, unless otherwise notified by Itly, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of Itly, all at Customer’s cost; and (v) Customer, Customer’s use of the Itly Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
3. ITLY DISCLAIMERS. ITLY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ITLY DOES NOT WARRANT THAT: (I) THE ITLY SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE ITLY SERVICES AND ITLY LINK METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE ITLY SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE ITLY SERVICES OR ITLY LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE ITLY SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE ITLY SERVICES AND ITLY LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, ITLY MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE ITLY SERVICES AND ITLY LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE INDIA AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. ITLY SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE ITLY LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. ITLY DOES NOT WARRANT THAT THE ITLY LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. ITLY HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE ITLY LINK METRICS BY CUSTOMER AND THIRD PARTIES.
INDEMNIFICATION AND RESPONSIBILITY
1. Customer Indemnification.nbsp;Customer will defend, indemnify and hold harmless Itly, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns (“Itly Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys’ fees and expenses) incurred by Itly Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services. Itly shall promptly notify Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall have sole control over the defense of any claim under this Section, except that Itly may approve any counsel used by Customer and that Itly may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of Itly.
LIMITATION OF LIABILITY
1. LIABILITY LIMITATION. IN NO EVENT SHALL ITLY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE ITLY SERVICES, ITLY LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE ITLY SERVICES; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’S USE OF THE ITLY SERVICES; (V) CUSTOMER’S FAILURE TO PROVIDE ITLY WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER’S FAILURE TO ACCESS THE ITLY SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER; OR (VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.
TERM AND TERMINATION
1. Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect for the duration of the term selected by Customer, unless otherwise terminated as permitted herein (“Initial Term”). If your paid account is set to automatically renew, please see section 2(B) above for the auto-renewal terms.
2. Right to Terminate. Itly may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the Itly Services and return, or, if directed by Itly, destroy, all Confidential Information of Itly. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.
GOVERNING LAW & DISPUTES
1. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the Federal Arbitration Act and the laws of the State of Uttar Pradesh(INDIA) without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
2. Limitation for Bringing Claims. To the fullest extent permitted by law, Customer agrees any Customer claim or cause of action arising out of, related to or connected with the use of the Itly Services, Itly Link Metrics or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
3. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Itly agree that the INDIAN Information Technology Act governs the interpretation and enforcement of these Terms of Service, and that you and Itly are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Service.
  1. Exceptions and Opt-out. As limited exceptions to this Dispute Resolution section (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. This Arbitration Agreement does not apply to individuals located in the European Economic Area.
  2. Class Action Waiver. YOU AND ITLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
  3. If Itly changes any of the terms of this “Dispute Resolution” Section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice (including by email to support@Itly.in) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Itly’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Itly in accordance with the terms of this “Dispute Resolution” section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
  4. Severability. With the exception of any of the provisions in Section 20(e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply.
MISCELLANEOUS
1. Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
2. Entire Agreement and Severability. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto, including any non-disclosure agreements signed by the parties. Except as may be modified in writing by the parties, including by a Itly's Supplemental Agreement, no additional or conflicting terms set out on Customer order, invoice, statement or other document, or contained in any “shrinkwrap” or “clickwrap” agreements, are binding. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
3. Force Majeure. Except for any Fees due hereunder, neither party shall not be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier (e.g., host or app store providers) or labor disputes.
4. Assignment. Except to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written permission of the other party, and any attempt to do so is void. This Agreement shall be binding on any permitted successors and assigns.
5. Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing to the addresses listed above and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
6. Headings; Interpretation. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation.”
7. General. The failure of Itly to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Itly. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
8. Publicity. Customer grants Itly the right to use Customer’s logos or trademarks in marketing or publicity materials and on its website to identify Customer as a customer that uses the Itly Services.
9. Contacting Itly. If you have any questions about these Terms, please contact us at support@Itly.in

Itly.in Terms of Service

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