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Terms and Conditions of Purchase

  1. GENERAL

    1. In these Terms and Conditions of Purchase (“Purchase Terms”):

      1. “Customer” means an individual or a legal entity purchasing Product directly from Imbibe or its Affiliate.
      2. “Imbibe” means Imbibe Technologies Private Limited with its principal place of business at SCF – 96, Sector – 6, Karnal – 132001, Haryana (India), a limited liability company incorporated under the laws of Republic of India.
      3. “Affiliate” means, for the purpose of these Purchase Terms, any individual or entity which has under the laws of Republic of India, formally entered into an agreement with Imbibe to sell Imbibe’s products.
      4. “Product” means any software program or service made available by Imbibe. The use of Product by Customer is governed by the applicable end-user license agreement, subscription terms or terms of service (collectively, Terms of Use) set forth by Imbibe.
    2. Customer accepts these Purchase Terms by placing an order for Product with Imbibe or its Affiliate. When placing an order for Product directly with Imbibe, Customer enters into a legally binding agreement with Imbibe. When placing an order for Product with Affiliate, Customer enters into a legally binding agreement with the relevant Affiliate.
    3. Orders placed by Customer with a reseller of Imbibe or its Affiliate are subject to terms and conditions of purchase set forth by that reseller.
  2. ORDER PLACEMENT AND ACCEPTANCE

    1. Customer may place an order with Imbibe or its Affiliate based on the Customer country:

      1. online on the Imbibe website: http://imbibe.in;
      2. by fax or e-mail using the appropriate contact of Imbibe or its Affiliate.
    2. Order details shall be in English. Customer can modify order details before acceptance of the Customer order by Imbibe or its Affiliate by a written notice to Imbibe or the relevant Affiliate. English is the preferred language for order-related enquiries.
    3. Any order is not binding upon Imbibe or its Affiliate until accepted by Imbibe or the relevant Affiliate. Non-acceptance of an order may be the result of one of the following:

      1. failed payment;
      2. growing backlog or negative payment history;
      3. incomplete or incorrect order details, such as missing e-mail address for delivery, missing Customer billing address, or a pricing or product description error, among others;
    4. ineligibility according to the order criteria (e.g. entitlement to upgrade or to certain Product purchase options restricted to particular users or purpose of use); or
    5. for any reason at the sole discretion of Imbibe or the relevant Affiliate.
    3. PRICES AND PAYMENT TERMS

    1. Imbibe and its Affiliates set prices and accept payments for Products in one of the following currencies depending on the Customer country: INR, USD, EUR or GBP. Prices in any currency are subject to change by Imbibe or its Affiliate.
    2. Imbibe and its Affiliates accept major debit and credit cards (collectively, “payment cards”) for online orders via third-party payment gateway providers, including, but not limited to, RazorPay and PayPal. Imbibe and its Affiliates are not responsible for any payment failure resulting from inaccurate payment card details provided by Customer when placing an online order, any restrictions applicable to payment card by Customer’s bank, or payment gateway failure.
    3. By purchasing Product requiring regular payments on a monthly, quarterly or annual basis (“Recurring Payments”), Customer authorizes Imbibe or its Affiliate to charge Customer’s payment card automatically at the interval and in the amount selected by Customer based on the available options during the purchase process. Customer agrees that the payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns, and that Customer will maintain sufficient availability under Customer’s credit card limit, or sufficient funds in the account linked to Customer’s debit card, as applicable, to pay Recurring Payments. Customer can cancel Recurring Payments at any time via sending an email to [email protected] prior to the next Recurring Payment due date. If Customer cancels Recurring Payments after this time, the cancellation will not take effect until the following Recurring Payment due date, and no refund or partial refund will be issued to Customer by Imbibe or its Affiliate.
    4. Imbibe and its Affiliates only accept purchase orders from existing corporate Customers with clear payment history. Purchase orders can only be paid by wire transfer on net 30 days terms, unless otherwise specified on invoice issued to Customer by Imbibe or the relevant Affiliate. Purchase orders from newly registered corporate Customers and offline orders from individual Customers are subject to advance payment by wire transfer.
  4. PRODUCT DELIVERY

    1. Imbibe and its Affiliates ship no physical Products. Any details necessary to enable Customer to download and/or use the purchased Product will be delivered by Imbibe or Affiliate to Customer via e-mail to an e-mail address provided by Customer. Customer is responsible for providing Imbibe or Affiliate with a valid e-mail address for delivery purposes.
    2. Imbibe and its Affiliates will use their best efforts to deliver Product purchased by Customer within 2 business days of the order acceptance. Imbibe or its Affiliate shall not be liable for any failure to deliver Product within this timeframe.
    3. The Products shall be deemed delivered to Customer on the date when Imbibe or Affiliate sends the Product e-mail to the e-mail address provided by Customer. Imbibe or its Affiliate shall not be liable for any failure to deliver a Product to Customer if a Product e-mail bounces back.
  5. TAXES AND DEDUCTIONS

    1. Product prices do not include any national, state or local sales, use, value added or other taxes. Customer shall pay any such taxes, if applicable.
    2. Customer bears sole responsibility for any withholding tax liabilities, and no deductions shall be made by Customer from the amount payable to Imbibe or its Affiliate under any invoice.
    3. Purchases from the European Union (“EU”) countries may be subject to the EU value added tax. Customers from the EU are responsible for providing a valid VAT ID, if any.
  6. WITHDRAWAL AND REFUND

    1. Imbibe provides an opportunity to evaluate any of its Products free of charge during a trial period specified in the applicable Terms of Use, and encourages Customer to fully evaluate Product prior to purchasing. Customer may withdraw from using Product at its sole discretion at any time before expiration of a free trial period.
    2. Any refund request following the Product purchase date will be subject to the prior authorization by Imbibe or its Affiliate and acceptance of such request shall be at the sole discretion of Imbibe or Affiliate, unless otherwise provided by applicable law.
  7. EXPORT CONTROL

    1. Customer shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes (“Sanctions”), including those of the Republic of India. Customer acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Customer acknowledges that it will not download or otherwise export or re-export Products or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use Products for any end-use prohibited or restricted by Sanctions.
  8. MISCELLANEOUS

    1. No terms and conditions other than the terms and conditions contained herein shall be binding upon Imbibe and its Affiliates, unless accepted by Imbibe or its Affiliate in writing and signed by the duly authorized representative of Imbibe or its Affiliate. If Customer’s terms and conditions of purchase are different from or in addition to these Purchase Terms, these Purchase Terms shall prevail and Customer’s terms are hereby rejected.
    2. These Purchase Terms are subject to change at any time by Imbibe by posting the updated Purchase terms on the Imbibe website at http://imbibe.in.
    3. Customer declares having had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to these Purchase Terms.
    4. If Customer places an order for Product directly with Imbibe, these Purchase Terms will be governed by the laws of Republic of India, without reference to conflict of laws principles, and the parties agree that any litigation relating to this these Purchase Terms may only be brought in, and will be subject to the jurisdiction of courts in the city of Karnal, Haryana (India).
    5. If Customer places an order for Product with any Imbibe Affiliate, these Purchase Terms will be governed by laws applicable in the country of the relevant Affiliate.

For any questions regarding these Purchase Terms, please contact Imbibe or its Affiliate.

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