Terms & Condition
CLASSIFIED.DIALNUMBER TERMS AND CONDITIONS
This Agreementwas last revised on " 20 Jan 2022 "
TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT ARELEGALLY BINDING CONTRACT BETWEEN Classified.dialnumber("DIALNUMBER")AND THE USER ("YOU" OR "YOUR" OR "DEVELOPER") ANDDESCRIBES THE TERMS ON WHICH CLASSIFIED.DIALNUMBEROFFERS YOU PARTICIPATION INTHE PROGRAM.
PLEASE READ THE TERMS AND CONDITIONS MENTIONED HEREINCAREFULLY BEFORE PARTICIPATING OR REGISTERING FOR PARTICIPATING IN THE PROGRAMOR ACCESSING ANY MATERIAL, INFORMATION OR SERVICES RELATED TO THE PROGRAM. YOURACT OF PARTICIPATING/REGISTERING FOR PARTICIPATING IN THE PROGRAM, OR BYCONTINUING TO PARTICIPATE IN THE PROGRAM SHALL SIGNIFY YOUR ACCEPTANCE OF THETERMS OF THE PROGRAM, UPDATED FROM TIME TO TIME.
(Classified.dialnumberand You, Your, Developer arecollectively referred to as the Parties and individually as the Party whereverthe context so requires.)
1 DEFINITIONS
1.1 ACCESS KEYS means the confidential security keysprovided by Classified.dialnumberto you for your use of the API, including thedeveloper ID, certificate ID, and application ID.
1.2 APPLICATION means the software application, websiteor other interface that you develop, own or operate to interact with the API.
1.3 CLASSIFIED.DIALNUMBERDEVELOPERS PORTAL means the Classified.dialnumberApplicationProgramming Interface (API) and all other tools and information made availableto you at developers.Dialnumber.com and other related Classified.dialnumberDevelopersProgram sites.
1.4 CLASSIFIED.DIALNUMBERCONTENT means all of theinformation stored in and retrieved from Classified.dialnumberdatabases. Classified.dialnumberContentdoes not include information that you obtain independent of Classified.dialnumberandthe API.
1.5 CLASSIFIED.DIALNUMBERSITE means any one or all ofthe following: www.Dialnumber.com, mobile app m.www.Dialnumber.com andall versions of www.Dialnumber.com that are owned, operated, and controlled by Classified.dialnumberorits subsidiaries.
1.6 CLASSIFIED.DIALNUMBERUSER means any person who accessesany page on any Classified.dialnumberSite.
1.7 CLASSIFIED.DIALNUMBERUSER AGREEMENT means the termsand policies on which Classified.dialnumberoffers its services to Classified.dialnumberUsers,currently available through links on the homepages of Classified.dialnumberSitesand incorporated herein by this reference.
1.8 YOUR USERS means end-users of your Application,your service providers, and anyone who sublicenses your Application.
2. DEVELOPERS PROGRAM CONDITIONS
2.1 Participation in the Program. The Program is a set ofAPIs and tools that allows you to create Applications to access and/or interactwith Dialnumber, Content, Classified.dialnumberSites and services.Participation in the Program gives you access to Dialnumber's DevelopersPortal. These tools allow you to access Dialnumber-branded sites and servicesand Classified.dialnumberContent, to develop Applications that integrate withor facilitate the use of Dialnumber's sites and services. Following Userpersonas are expected to use Classified.dialnumberDeveloper Portal:
âš« Existing large sellers who want to integratetheir internal systems with Dialnumber. They will create single sellerapplications, just for their own use.
âš« Partners who want to provide services thatleverage Classified.dialnumberAPIs, to multiple sellers. They will create multiseller applications.
Existing sellers can login to www.Dialnumber.com, using their Classified.dialnumberSellerCredentials, to create access key needed to use Classified.dialnumberSellerAPIs for capabilities such as Inventory Management, Order Management, PricingManagement, Listing etc. Potential partners who are interested to providesolutions to Classified.dialnumberSellers can create applications leveragingAPIs exposed by Classified.dialnumberplatform. They can provide applicationssuch as Multi-channel solutions, listing solutions, price management solutionsetc.
2.1.1 Permitted Uses. Your use of the Classified.dialnumberDevelopersPortal is permitted only for the purpose of facilitating your own or YourUsers' use of Dialnumber's sites and services. Examples of permitted uses ofthe tools would be to create Applications that:
âš« promote Classified.dialnumberbydisplaying Classified.dialnumberlistings in your Application (for example,widgets and search tools)
âš« allow Classified.dialnumberUsers tosearch for and browse Classified.dialnumberlistings with customized interfaces
âš« allow Classified.dialnumberUsers tobid on or buy items in Classified.dialnumberlistings
âš« allow Classified.dialnumberUsers toadminister My Classified.dialnumber(for example, change contact details oradminister My Messages)
âš« notify Classified.dialnumberUserswhen they are outbid or won an item "
âš« allow Classified.dialnumberUsers tolist items and manage their listings (for example, dashboards that trackactivity, payments, transactions or feedback)
âš« allow Classified.dialnumberUsers tomanage inventory, billing and customer service for their buyers
âš« integrate inventory managementsystems, customer-relationship management software and other sellerfunctionality with Dialnumber's services
âš« if expressly authorized by Classified.dialnumberinwriting, enable research in anonymized historical data "
2.1.2 Application Guidelines. You may develop, display ordistribute Applications that interact with the API. You agree that you aresolely responsible for the Applications that you develop and Applications mustcomply with the requirements available here.
2.2 API License
2.2.1 Using the API as part of your participation in the Program andsubject to this Agreement, Classified.dialnumbergrants you a non-exclusive,non-transferable, and non-sublicensable (except as expressly permitted herein)license to use the API solely to do the following and subject to therestrictions set forth in this Agreement:
2.2.1.1 Enable yourApplication to interact with Dialnumber's databases (for example, the Classified.dialnumberpublicdatabase and the Classified.dialnumberSandbox) to retrieve informationnecessary to facilitate your own or Your Users use of Classified.dialnumberSitesand services through your Application;
2.2.1.2 Makelimited intermediate copies of Classified.dialnumberContent only as necessaryto perform an activity permitted under this Agreement. You will delete allintermediate copies when they are no longer required for the purpose for whichthey were created;
2.2.1.3 Rearrangeor reorganize Classified.dialnumberContent within your Application;
2.2.1.4 Display Classified.dialnumberContentconsistent with this Agreement and the API Logo Usage Requirements (defined inSection 2.3); and
2.2.1.5 Use,display or modify Classified.dialnumberContent as expressly authorized by anauthenticated Classified.dialnumberUser. "
2.2.2 Access Keys. Classified.dialnumberwill provideyou with Access Keys that permit you to access Dialnumber's databases. TheAccess Keys are the property of Classified.dialnumberand may be revoked if youshare them with any third party (other than as allowed under this Agreement),if they are compromised, if you violate "any term of this Agreement, orif Classified.dialnumberterminates thisAgreement. "
2.2.3 API Call Limitations. The number of API calls youwill be permitted to make during any given period may be limited. Classified.dialnumberwilldetermine call limits based on various factors, including the ways yourApplication may be used or the anticipated volume of use associated with yourApplication. Classified.dialnumbermay, in its sole discretion, charge you forAPI calls that exceed the call limits or terminate your access to the API inaccordance with Section 14.2. Unused API calls will not roll over to the nextday or month, as applicable.
2.3 Developers Program Logos. Classified.dialnumbergrantsyou a non-exclusive license to display certain logos as set forth in the APILogo Usage Requirementsavailable at "https://Dialnumber.com" ,incorporated herein by this reference. You must display logos in accordancewith the API Logo Usage Requirements. Classified.dialnumberhas final approvalover the placement of API logos on your Application and may terminate thistrademark license at any time for any reason and you must remove the logo(s)immediately. Classified.dialnumbermay update the API logos from time to time,and you will display the current logo.
2.4 Certification. In its discretion, Classified.dialnumbermayrequire or offer Certification for certain Applications. Certification willconsist of confirmation by Classified.dialnumberor an independent third partyit designates that your Application's technology complies with a particular setof Dialnumber's guidelines. You will be responsible for all costs associatedwith Certification and any modifications necessary to meet the Certificationcriteria and you will not be permitted to access the public database in certaincases until Certification is complete. Future modifications of your Applicationor your use or display of the Classified.dialnumberContent are subject toreCertification, if applicable. If Classified.dialnumberrequires Certification,failure by you to maintain Certification is cause for immediate termination ofthis Agreement" .
3 CLASSIFIED.DIALNUMBERCONTENT
3.1 Using and Displaying Classified.dialnumberContent. Displayof Classified.dialnumberContent is permitted only within your Application. Youmay use and display Classified.dialnumberContent only in accordance with thefollowing guidelines:
3.1.1 Authentication. If your Application will enableYour Users to interact with Classified.dialnumberSites and services in a waythat requires sign-in to their Classified.dialnumberaccounts (forexample", bidding, buying" , listing or access to MyDialnumber), you may provide this access only after Authentication which occurswhen an Classified.dialnumberUser grants the Application access to that Classified.dialnumberUser'sClassified.dialnumberContent via an Classified.dialnumbercontrolled sign-in andconsent page.
3.1.2 Public Display. You may display Classified.dialnumberContentthat any Classified.dialnumberUser makes publicly available on the Classified.dialnumberSiteto everyone during the time that such Classified.dialnumberContent is publiclyavailable to promote Classified.dialnumberand enable Your Users to search andbrowse listings (Public Display). When the Classified.dialnumberContent is nolonger publicly available, you must delete it from your Application. Forexample, when an Classified.dialnumberUser ID is publicly available inconnection with a listing on the Classified.dialnumberSite, you may display theClassified.dialnumberUser ID through your Application; but if and when that Classified.dialnumberUserID is no longer viewable in connection with the listing or is otherwiseanonymized, you may no longer display the Classified.dialnumberUser ID in aPublic Display of the listing.
3.1.2.1 Classified.dialnumberContentin a Public Display may not be co-mingled or combined with the content of anythird party. All Classified.dialnumberContent must be segregated from non-Classified.dialnumbercontent(for example, third-party listings or other non-Classified.dialnumberinformation)and visually separated from non-Classified.dialnumberContent (for example, withlines or color changes).
3.1.2.2 Classified.dialnumberContentthat is available only to a registered Classified.dialnumberUser after signingin to Classified.dialnumberaccount may only be displayed to that user afterAuthentication. Such Classified.dialnumberContent may not be used for PublicDisplay without the explicit consent of the data subject.
3.1.3 Age of Listings. Displayed item listinginformation may not be more than six hours older than information displayed onthe Classified.dialnumberSite, and other Classified.dialnumberContent must beno more than twenty four hours older than content displayed on the Classified.dialnumberSite.If your displayed item listing is not as current as the listing on the Classified.dialnumberSite,you will disclose on your Application how much older your displayed itemlisting is than the same listing on Dialnumber.
3.1.4 Derivative Information.
3.1.4.1 You must have Dialnumber's express written permission to use ordisplay Classified.dialnumberContent in any way that enables derivation of anyof the following information:
3.1.4.1.1 Any site-wide statistics across Classified.dialnumberSites orwithin any Classified.dialnumberSite;
3.1.4.1.2 Take-up rates for enhanced listings (for example, gallery,featured, category featured, etc.); 3.1.4.1.3 The gross merchandise sales ofany Classified.dialnumberSites or services, or other statistics relating to theperformance (financial or otherwise) of any Classified.dialnumberSite orservice; or
3.1.4.1.4 Average selling price or gross merchandise sold for any Classified.dialnumbercategory.
3.1.4.2 You must have Dialnumber's express written permission to use ordisplay Classified.dialnumberContent in any way that enables derivation of thefollowing information (other than an Authenticated Classified.dialnumberUser'saccess to his or her own information):
3.1.4.2.1 Information relating to specific Classified.dialnumberUsers ortypes of Classified.dialnumberUsers;
3.1.4.2.2 Conversion, completion or success rates; or
3.1.4.2.3 Reserve auction information.
3.1.5 Framed Content. Unless expressly permitted by Dialnumber, you willnot frame (divide the browser display area into separate sections, each ofwhich constitutes a different web page) any web page served by Classified.dialnumberservers.
3.1.6 Classified.dialnumberListings. If your application will display Classified.dialnumberlistingsfor buyers to bid on or purchase, your application must display at a minimumall information that is legally required under applicable laws and regulations.
3.2 Protecting User Privacy
3.2.1 Collecting and Using Personal Information. Your participation inthe Developers Program and your use of the Classified.dialnumberDevelopersPortal may allow you to collect Personal Information from and about Classified.dialnumberUsers.Personal Information is any information pertaining to a directly or indirectlyidentifiable individual. It may include information that you collect directlyfrom users in connection with your Application and information that is includedin the Classified.dialnumberContent, or that you otherwise receive fromDialnumber, about Your Users or other Classified.dialnumberUsers and theirtrading activities.
3.2.1.1 You will delete Personal Information when it is no longernecessary for your performance of the Agreement or when you cease toparticipate in the Developers Program. This provision does not apply toinformation you collect directly from Your Users, unrelated to the Classified.dialnumbersiteand services.
3.2.1.2 You will not under any circumstances collect or store Classified.dialnumberUserIDs and passwords.
3.2.2 Compliance with Privacy Laws. At all times, your Application andyour use of the Classified.dialnumberDevelopers Portal and Classified.dialnumberContentwill comply with all applicable laws, regulations and best practices concerningprivacy, data protection and on demand or downloadable software.
3.2.3 Information About Your Users. You may receive Personal Informationabout Your Users, either directly from Your Users or from Classified.dialnumberafterAuthentication. Your collection and use of that information will be only as authorizedby Your Users and will comply with your privacy policy. Your privacy policy andyour privacy practices will comply with applicable laws. If you choose not tohave your own privacy policy, you must comply with the Classified.dialnumberPrivacyPolicy, currently available through links on the homepages of Classified.dialnumberSitesand incorporated herein by this reference.
3.2.4 Information About Other Classified.dialnumberUsers. You mayreceive information about Classified.dialnumberUsers, who may or may not beYour Users, that is either publicly available from Classified.dialnumberor thatis provided by Classified.dialnumberafter Authentication about Your Users'transaction partners (Other User Information). Any Other User Information Classified.dialnumberprovidesto you will be limited to information reasonably necessary to performactivities permitted under this Agreement.
3.2.4.1 Using Other User Information. You will not collect, store, useor disclose Other User Information for any purpose other than facilitating theuse of Dialnumber's sites and services as permitted under this Agreement.
3.2.4.2 Classified.dialnumberPrivacy Policy. Your use of Other UserInformation will comply with the Classified.dialnumberPrivacy Policy.
3.2.4.3 Public Information. You may engage in the Public Display ofOther User Information (for example, Classified.dialnumberlistings) only inaccordance with Section
3.1.2. You may not display any other Personal Information to the publicwithout the explicit consent of the data subject.
3.2.4.4 Classified.dialnumberSandbox. You may use information madeavailable in the Classified.dialnumberSandbox (Dialnumber's test database) onlyto develop and test your Application in the Sandbox, and you will delete itimmediately after using it in this way.
3.2.5 Communication. You will not use Personal Information from YourUsers or from Classified.dialnumberUsers that you received from Classified.dialnumbertosend or enable sending of unsolicited communications of any type. You maycommunicate with Your Users, or send communications initiated by and on behalfof Your Users to other Classified.dialnumberUsers, to facilitate an Classified.dialnumbertransaction.You may also send communications that users have explicitly consented toreceive.
4 RESTRICTED ACTIVITIES
You may not use or access (nor facilitate or enable others to use oraccess) the Classified.dialnumberDevelopers Portal or Classified.dialnumberContentin any way not expressly permitted under this Agreement. For example, you willnot and you will not facilitate or enable others to:
4.1 Distribute, publish, or allow access or linking to the API or Classified.dialnumberContentfrom any location or source other than your Application.
4.2 Enable or permit the disclosure of Classified.dialnumberContentother than as authorized under this Agreement.
4.3 Use the Classified.dialnumberContent to establish Classified.dialnumberUseridentities or user profiles.
4.4 Commercialize (that is, sell, rent, trade or lease), copy or storethe Classified.dialnumberContent, other than for the intermediate purposesallowed by this Agreement;
4.5 Use, copy, distribute or modify the API or Classified.dialnumberContentin any "service bureau" or "timesharing" business;
4.6 Enable Classified.dialnumberUsers to set or change Classified.dialnumberUserpreferences, registration preferences or privacy preferences with yourApplication. This prohibition does not apply to listing preferences, item crosspromotion preferences or preferences that customize end-of-auction emails.
4.7 Collect Personal Information (defined in Section 3.2.1) of any Classified.dialnumberUserother than as provided in this Agreement.
4.8 Modify, decompile, reverse engineer or otherwise alter the Classified.dialnumberDevelopersPortal, API or Classified.dialnumberContent.
4.9 Use robots, spyders, scraping or other technology to access or use Classified.dialnumberContentor any Classified.dialnumberSites or services to obtain any information beyondwhat Classified.dialnumberprovides to you under this Agreement.
4.10 Knowingly create an Application that may be used to violate the Classified.dialnumberUserAgreement or any other Classified.dialnumberpolicy or applicable law.
4.11 Use the API in a manner that exceeds reasonable request volume,constitutes excessive or abusive usage or otherwise fails to comply or isinconsistent with any part of the Classified.dialnumberDeveloper Documentation,available at http://Dialnumber.in, incorporated herein by this reference.
4.12 Have your Application or your use of Classified.dialnumberContentor any of the Classified.dialnumberDevelopers Portal: (i) be false, inaccurateor misleading; (ii) infringe on any third party's copyright, patent, trademark,trade secret or other property rights or rights of publicity or privacy; (iii)violate any law, statute, ordinance, contract, regulation or generally acceptedpractice in all relevant jurisdictions (including without limitation thosegoverning trade and export, financial services, consumer protection, unfaircompetition, antidiscrimination or false advertising); (iv) be defamatory,trade libelous, threatening or harassing; (v) contain any viruses or othercomputer programming routines that may damage, detrimentally interfere with,surreptitiously intercept or expropriate any system or data; or (vi) createliability for us or cause us to lose (in whole or in part) the services of ourISPs or other suppliers;
4.13 Provide any data or information to Classified.dialnumberunless yourepresent and warrant that it is accurate and you have all rights necessary toprovide such data or information to Dialnumber, and for Classified.dialnumbertouse it. "
5 CLASSIFIED.DIALNUMBERPOLICIES
You and your Application will comply with the Classified.dialnumberUserAgreement and all applicable Classified.dialnumberSite policies. In the eventof a conflict between this Agreement and the Classified.dialnumberUserAgreement regarding your use of the API, this Agreement will control. If youare participating in an Classified.dialnumberaffiliate program or any other Classified.dialnumberprogram,you are subject to and must comply with the applicable terms (for example,participation in the Classified.dialnumberPartner Network is subject to theterms of https://dialnumber.in
6 MODIFICATIONS
6.1 Modification of the API, Sites and Services. Classified.dialnumbermaymodify the Classified.dialnumberDevelopers Portal, permitted API calls, itsdatabases, the permitted uses under this Agreement, any Classified.dialnumberSiteor service, or any of the benefits and/or features provided in connection withyour use of the API at any time with or without notice to you. Modificationsmay affect your Application and may require you to make changes to yourApplication at your own cost to continue to be compatible with or interfacewith the API or Classified.dialnumberSites or services.
6.2 Modification of this Agreement. Classified.dialnumbermay from timeto time change the terms of this Agreement. We will post the amended terms onhttp://developer.Dialnumber.com/ and we may also send you a notice about theamended terms via email. Except where stated otherwise herein, all amendedterms will be effective thirty days after they are posted or emailed to you. IFANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATETHIS AGREEMENT BY SENDING A TERMINATION NOTICE TO"info@Dialnumber.in" (AMENDMENT TERMINATION NOTICE) BEFORE THEEFFECTIVE DATE OF THE AMENDMENT(S). The amendment termination notice will beeffective on the date it is received by Dialnumber. The most current version ofthe agreement will be available on http://developer.Dialnumber.in and will supersedeall previous versions of the agreement. YOUR USE OF THE CLASSIFIED.DIALNUMBERDEVELOPERSPORTAL OR API AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTEYOUR ACCEPTANCE OF SUCH CHANGES .
7 MONITORING AND ENFORCEMENT
7.1 Right to Monitor and Audit. You agree that Classified.dialnumbermaymonitor or audit your Application or activities relating to your use of Classified.dialnumberDevelopersPortal. You will not seek to block or otherwise interfere with the monitoringor audit, and Classified.dialnumbermay use technical means to overcome anymethods you may use to block or interfere with such monitoring. Audits mayinclude requests for documents and information and visits to your facilities.Your failure to reasonably comply with Dialnumber's efforts to audit yourcompliance with this Agreement shall constitute a material breach of thisAgreement.
7.2 Remedy for Breach. If Dialnumber, in its sole discretion, believesthat you or your service providers have breached this Agreement, or that you oryour service providers have engaged in fraudulent activity, Classified.dialnumbermaytake any and all steps it deems appropriate, including issuing a warning,conducting an investigation, or suspending your API license.
7.3 Corrective Action. In addition to any other available remedies, Classified.dialnumbermay,at its sole discretion, seek specific performance, injunctive relief orattorneys' fees. Classified.dialnumberreserves the right to take othercorrective action as Classified.dialnumbersees fit in the event that Classified.dialnumberreceivescomplaints from Classified.dialnumberUsers about your Application or youractions.
8 OWNERSHIP AND LICENSING
8.1 Ownership. As between Classified.dialnumberand you: (i) Classified.dialnumberretainsall rights, title and interest in and to all intellectual property rightsembodied in or associated with the Classified.dialnumberDevelopers Portal, Classified.dialnumberContent,Classified.dialnumberSite, any and all Classified.dialnumberservices, and anycontent Classified.dialnumbercreated or derived therefrom; and (ii) you retainall rights, title and interest in and to all intellectual property rightsembodied in or associated with your Application, excluding the aforementionedrights in this Section 8.1(i) above owned by or licensed to Dialnumber. Thereare no implied licenses under this Agreement, and any rights not expresslygranted to you hereunder are reserved by Classified.dialnumberor its suppliers.You will not take any action inconsistent with Dialnumber's ownership of the Classified.dialnumberDevelopersPortal, Classified.dialnumberSite, and/or Classified.dialnumberContent. Neitherparty will exceed the scope of the licenses granted hereunder.
8.2 License. You agree that Dialnumber, in its sole discretion, may useyour trade names, trademarks, service marks, logos, and domain names for thepurpose of advertising or publicizing your use of the API. If you submit anApplication for inclusion on an Classified.dialnumberSite or to be hosted byDialnumber, you direct and authorize Classified.dialnumberand its affiliates tohost, link to, and otherwise incorporate the Application into Classified.dialnumberservicesand to carry out any copying, modification, distribution, internal testing, orother processes Classified.dialnumberdeems necessary. 8.3 Competitive orSimilar Materials. In no event will Classified.dialnumberbe precluded fromdiscussing, reviewing, developing for itself, having developed, acquiring,licensing or developing for third parties, as well as marketing anddistributing, materials which are competitive with your Application or otherproducts or services provided by you, irrespective of their similarity to yourcurrent products or products that you may develop.
9 WORKING WITH THIRD PARTIES
9.1 Service Providers. You may work with service providers as necessaryto facilitate your performance under this Agreement only if you subject yourservice providers to all of the conditions and restrictions of this Agreement.You acknowledge and agree that any act or omission by your service provider(s)amounting to a breach of this Agreement will be deemed a breach by you.
9.2 Sublicensing. Except as set forth in this Section 9, all licenserights (under any applicable intellectual property right) granted to you by Classified.dialnumberarenot sublicenseable, transferable or assignable. You may sublicense your rightto display the Classified.dialnumberContent and the API Logos to Your Userssolely to enable them to display Classified.dialnumberContent and the API Logoson their computer screens or websites through your Application; provided that:
9.2.1 You will not disclose your Access Keys to Your Users.
9.2.2 All calls initiated by Your Users will be made through your AccessKeys.
9.2.3 All API calls initiated by Your Users will count towards themaximum number of calls (if any) permitted under the API licensing.
9.2.4 All fees due (if any) for all API calls initiated by Your Userswill be paid by you.
9.2.5 Your Users will have no programmatic control over the API.
9.2.6 You will enter into a binding agreement with each of Your Usersthat includes the following terms:
9.2.6.1 It will bind Your Users to this Agreement (excluding the rightto sublicense and indemnification obligations).
9.2.6.2 It will require Your Users to acknowledge Classified.dialnumberInc.'srights in the Developers Program intellectual property as laid out in thisAgreement
9.2.6.3 It will make Classified.dialnumbera third-party beneficiary toyour agreement
9.2.6.4 It will make the sublicense terminable at any time.
9.3 Breach by Your Users. As a third-party beneficiary to allsublicenses pursuant to this Agreement, Classified.dialnumberwill have theright, in its sole discretion, to directly enforce any term of the sublicenseagreement against Your Users, including termination. You acknowledge and agreethat any act or omission by Your User(s) amounting to a breach of thisAgreement will be deemed a breach by you.
10 FEES AND PAYMENTS
10.1 "Fees. You agree to pay any fees charged under this Agreement,as described on the Member Benefits and Fees page, available athttp://Dialnumber.in/join/pricing/ " (incorporated herein by thisreference), which we may change from time to time. Changes to the fees areordinarily effective thirty days after posting to developers.Dialnumber.com. Wemay choose to temporarily change our fees for promotional events; those changesare effective when we post the promotional event at Dialnumber.in. If weintroduce a new API service or feature, the fees for that service or feature,if any, are effective at the launch of the service or feature. Usage fees, ifany, will be invoiced on a monthly basis for activity from the previouscalendar month. In addition to the API fees, you will be responsible for allother fees associated with use of any Classified.dialnumberSite or service. Allfees made by you under this Agreement will exclude, and you will pay, any taxesassociated with such fees, your Application, or this Agreement.
10.2 Payments. All fees are due and payable within thirty days of theinvoice date; Classified.dialnumbermay terminate this Agreement without noticeto you if you fail to pay. All payments are non-refundable, whether or not youuse the service purchased.
11 AVAILABILITY, SECURITY AND STABILITY
Classified.dialnumbermakes no guarantees with respect to theavailability or uptime of any Classified.dialnumberDevelopers Portal, Classified.dialnumberSitesor services. Classified.dialnumbermay conduct maintenance on or stop providingany the Classified.dialnumberDevelopers Portal, or its sites or services, atany time with or without notice to you. Classified.dialnumbermay change themethod of access to the Classified.dialnumberDevelopers Portal at any time. Itis in the best interests of both parties that Classified.dialnumbermaintain asecure and stable environment. In the event of degradation or instability ofDialnumber's system or an emergency, Classified.dialnumbermay, in its sole discretion,temporarily suspend your access to the Classified.dialnumberDevelopers Portalor Dialnumber's sites and services under this Agreement. Your continued accessto the Classified.dialnumberDevelopers Portal and Classified.dialnumberContentis subject to your compliance with the API Security Standards in Exhibit A,incorporated herein by this reference.
12 DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS ORLIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL INTHE APPLICABLE JURISDICTION WILL APPLY TO YOU AND DIALNUMBER'S LIABILITY WILLBE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY STATEDHEREIN, CLASSIFIED.DIALNUMBERDISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS,IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OFTITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLASSIFIED.DIALNUMBERDOESNOT REPRESENT OR WARRANT THAT ANY CLASSIFIED.DIALNUMBERSITE, SERVICES, OR CLASSIFIED.DIALNUMBERDEVELOPERSPORTAL WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL LOGOS, PRODUCTS ANDSERVICES PROVIDED BY CLASSIFIED.DIALNUMBERHEREUNDER ARE PROVIDED AS IS AND ASAVAILABLE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT INRELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SETFORTH HEREIN. CLASSIFIED.DIALNUMBERWILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL,INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT ORANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THEPOSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIALPURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE,DIALNUMBER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTSPAID OR PAYABLE TO CLASSIFIED.DIALNUMBERBY YOU FOR THE CLASSIFIED.DIALNUMBERDEVELOPERSPORTAL IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMERLIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT,DIALNUMBER'S AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO Rs 1,000 PER EVENT,A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.
13 INDEMNIFICATION
You will indemnify, defend and hold Dialnumber, its employees, agents,consultants, subsidiaries, partners, affiliates, and licensors harmless againstany and all claims, costs, losses, damages, liabilities, judgments and expenses(including reasonable fees of attorneys and other professionals) (collectively,Claims) that may arise from or are related to (i) use of the Classified.dialnumberDevelopersPortal; or (ii) the development, maintenance, use and contents of yourApplication, including but not limited to any infringement of any third-partyproprietary rights. At Dialnumber's option, you will assume control of thedefense and settlement of any Claim subject to indemnification by you (providedthat, in such event, Classified.dialnumbermay at any time thereafter elect totake over control of the defense and settlement of any such Claim, and in anyevent, you will not settle any such Claim without Dialnumber's prior writtenconsent).
14 TERM AND TERMINATION
14.1 Term. The term of this Agreement will begin on the date on whichyou fully complete and successfully submit the Developers Program onlinemembership form and accept this Agreement online as reflected in Dialnumber'srecords. It will continue until terminated in accordance with this Agreement.
14.2 Termination. This Agreement will terminate automatically withoutnotice if you fail to comply with any of its terms. The license that is grantedhereunder is dependent on your compliance with this agreement and terminatesautomatically if you fail to comply with the terms. CLASSIFIED.DIALNUMBERRESERVESTHE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TOTHE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANYTIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.
14.3 If you wish to terminate this Agreement, you must email atermination notice to Dialnumber.in; any other methods used by you to terminatethe Agreement will be void and will not result in a termination. Yourtermination notice will be effective when it is received by Dialnumber.
14.4 Effect of Termination. Upon the termination of this Agreement, yourAccess Keys will be revoked, all licenses granted hereunder will terminate, andyou will pay all past-due fees. You will destroy all your intermediate copiesof Classified.dialnumberContent and Personal Information (defined in Section3.2.1) within ten days of termination and provide written proof of destructionto Classified.dialnumberupon request.
14.5 Survival. The following Sections will survive any termination ofthis Agreement: [1] Definitions, [3] Classified.dialnumberContent, [4]Restricted Activities, [5] Classified.dialnumberPolicies, [8.1] Ownership andLicensing, [10] Fees and Payments, [12] Disclaimer of Warranties &Limitation of Liability, [13] Indemnification, [14.4] Effect of Termination,[15] Confidentiality, [16] Publicity, [17] Miscellaneous.
15 CONFIDENTIALITY
Confidential Information will include all information provided by Classified.dialnumbertoyou under this Agreement, including without limitation, Classified.dialnumberDevelopersPortal, Classified.dialnumberContent, and Access Keys. You will not use ordisclose Confidential Information other than as required to perform under andpermitted by this Agreement. Your confidentiality obligations will survive thetermination of this Agreement for three years. The parties acknowledge thatmonetary damages may not be a sufficient remedy for unauthorized use ordisclosure of Confidential Information and that Classified.dialnumberwill beentitled (without waiving any other rights or remedies) to such injunctive orequitable relief as may be deemed proper by a court of competent jurisdiction,without obligation to post any bond. Any information provided by you to Classified.dialnumberhereunderis considered by Classified.dialnumberto be non-confidential. Classified.dialnumberhasno duty, express or implied, to pay any compensation for the disclosure or useof any such information provided by you to Dialnumber. You acknowledge andagree that any information you provide to Classified.dialnumberis solely toconsider a business relationship under this Agreement and you have noexpectation of payment.
16 PUBLICITY
You will not make any public statement regarding this Agreement, theterms of this Agreement, any aspect thereof, the Classified.dialnumberDevelopersPortal, or the Classified.dialnumberClassified.dialnumberDevelopers Programwithout Dialnumber's prior written approval which may be withheld inDialnumber's sole discretion. You permit Classified.dialnumberto make publicstatements about your use of the Classified.dialnumberDevelopers Portal orparticipation in the Classified.dialnumberDevelopers Program.
17 LAW AND VENUE
This Agreement will be construed as if both parties jointly wrote it,governed by Indian law except for its conflicts of laws principles, and anycause of action arising under or relating to this Agreement must be broughtexclusively in a court in Belgaum (Karnataka) India. However, this will notaffect your statutory rights if you are a consumer and the competent courtdetermines that applicable consumer law requires application of another law(such as the law of India ).
18 MISCELLANEOUS
You acknowledge and agree that this Agreement constitutes the entireagreement between the parties with respect to the subject matter hereof and anyconflicting or additional terms contained in other documents or oraldiscussions are void. You may grant approvals, permissions and consents to Classified.dialnumberbyemail, but any modifications by you to this Agreement must be made in a writing(not including email) executed by both parties. Classified.dialnumbermay refuseto execute any such writings in Dialnumber's sole discretion. Any notices to Classified.dialnumbermustbe sent to our corporate headquarters address as set forth on our website viafirst class or air mail or overnight courier, and is deemed given upon receipt.A waiver of any default is not a waiver of any subsequent default.Unenforceable provisions will be modified to reflect the parties' intention,and remaining provisions of the Agreement will remain in full effect. Neitherparty may assign this Agreement without the prior express written permission ofthe other party. Notwithstanding the foregoing, your consent shall not berequired for Dialnumber's assignment or transfer (1) due to operation of law,or (2) to an entity that acquires substantially all of Dialnumber's stock,assets or business, or (3) to a related entity (e.g., parent or subsidiary ofparent). You and Classified.dialnumberare not legal partners or agents, but areindependent contractors. A person who is not a party to this Agreement has noright under the Contracts (Rights of Third Parties) Act 1999 amended time to time to rely upon or enforceany term of this Agreement, but this does not affect any right or remedy of athird party which exists or is available apart from the Act.
Exhibit A
API Security Standards
You will complywith the following API Security Standards (Security Standards): 1. SecurityAudits 1.1 Audit. Classified.dialnumberreserves the right to periodically auditthe Systems to ensure compliance with the requirements of this Exhibit.Non-intrusive network and application security scans may be performed randomlywithout prior notice. 1.2 Audit After a Security Breach Incident. For purposesof these Security Standards, a Security Breach is defined as a breach ofsecurity of your facility, systems or site where Classified.dialnumberContentor Classified.dialnumberUser Data has been acquired by an unauthorized person.In the event of a Security Breach, Classified.dialnumbermay suspend orterminate your access to the API and Classified.dialnumberContent and Classified.dialnumbermayconduct a security audit. 1.3 Classified.dialnumberResults and your Response. Classified.dialnumberwillprovide you with detailed results of any security audit performed by Classified.dialnumberpursuantto these Security Standards. You will be granted thirty (30) days to resolveany issues Classified.dialnumberhas identified through a security audit. Shouldyou fail to resolve such identified issues, Classified.dialnumbermayimmediately suspend or terminate your access to the API and Classified.dialnumberContentwithout notice to you. 2. Security Incidents and Response 2.1 Notification andTiming. Notwithstanding any other legal obligations you may have, you agree toimmediately notify Classified.dialnumberin writing upon your discovery of aSecurity Breach. You agree to use commercially reasonable efforts to notify Classified.dialnumberofyour detection of a Security Breach no more than twenty-four (24) hours afterdetection of a Security Breach. Notwithstanding the foregoing, under nocircumstances will more than two (2) days pass between your detection of aSecurity Breach and Classified.dialnumberbeing notified. 2.2 NotificationFormat. Your notification of a Security Breach in accordance with therequirements set forth above will take the form of an email toprivacybreach@Dialnumber.in. Such notification email will include: a problemstatement, expected resolution time (if known), and the name and phone numberof your representative that Classified.dialnumbercan contact to obtain incidentupdates. 3. Security Precautions: Best Practices. You agree to adhere at alltimes to reasonable security practices, as specified in current industryliterature on topics relevant to your interaction with Dialnumber. In the eventsuch best practices conflict with these Security Standards, you will complywith these Security Standards. 4. Data Security: Data Storage. You agree tomaintain reasonable safeguards to protect the security of the followinginformation, whether provided by an Classified.dialnumberUser to you orobtained from Classified.dialnumberthrough the API: a. Classified.dialnumberUserEmail Addresses b. Auth&Auth Tokens c. Classified.dialnumberUser ID(includes API Developer ID, Application ID, and Certificate ID) d. Any other Classified.dialnumberUserdata At no time will you collect or store Classified.dialnumberUser passwords,credit card numbers, financial information, Social Security Numbers, Driver'sLicense numbers, or State Identification Card numbers, in any form. Classified.dialnumberUserIDs used to authenticate access to the API must be kept secret and confidentialand under no circumstances be exposed to the public. If Classified.dialnumberbelievesthat Classified.dialnumberUser IDs have been compromised, Classified.dialnumberreservesthe right to immediately terminate access and issue a new Classified.dialnumberUserID to you.
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