ATTENTION: PLEASE READ THESE TERMS AND CONDITIONS OF USE ("TERMS AND CONDITIONS") CAREFULLY BEFORE ACCESSING WWW.HUMMINGLIVE.COM (“WEBSITE”) OR THE HUMMINGLIVE SOFTWARE (“SOFTWARE”). ACCESSING THE WEBSITE OR THE SOFTWARE INDICATES THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS. HOWEVER, IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE WEBSITE OR THE SOFTWARE. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE WEBSITE, THE SOFTWARE, AND ANY CONTENT SUCH AS TEXT, DATA, INFORMATION, SOFTWARE, GRAPHICS, AUDIO, VIDEO OR PHOTOGRAPHS ETC. (“MATERIALS”) THAT HUMMINGLIVE MARKET NETWORK PRIVATE LIMITED (“HUMMINGLIVE”) AND/OR ITS SUBSIDIARIES OR AFFILIATES MAY MAKE AVAILABLE THROUGH THE WEBSITE OR THE SOFTWARE AND ANY SERVICES THAT HUMMINGLIVE MAY PROVIDE THROUGH THE WEBSITE OR THE SOFTWARE. THE WEBSITE, SOFTWARE, MATERIALS, AND SERVICES ARE REFERRED TO IN THESE TERMS COLLECTIVELY AS THE "HUMMINGLIVE WEBSITES";.
This document is an electronic record in terms of the Information Technology Act, 2000 and the rules framed thereunder, as applicable and amended from time to time, pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
3 Scope of the Humminglive Websites
The Website and the Software are technology based marketplace platforms through which Humminglive, on a non-exclusive and principal-to-principal basis, connects persons looking to hire and/or collaborate with creative, technical, business etc. professionals, facilitates payments between such persons and professionals, and also renders certain other ancillary services (“Services”). The provision of such Services by Humminglive to you is therefore subject to these Terms and Conditions and/or any other agreement entered or which may be entered between you and Humminglive.
Humminglive reserves the right, in its sole and absolute discretion, to refuse, suspend, or terminate Services to any person as it may deem fit.
4 Usage of the Humminglive Websites
Registration and User Account
You must be a duly constituted legal entity or an adult individual who is competent to contract under the prevailing Laws of India for the usage of the Services through the Humminglive Websites. To create an account on the Humminglive Websites, you must accept these Terms and Conditions and agree to abide by all the provisions hereof. You also agree to be monetarily responsible for your use of the Humminglive Websites and the purchase or delivery of services; and to perform your obligations as specified by any agreement with a third party registered user (through the Humminglive Websites) that you enter into, unless such obligations are prohibited by Law or by these Terms and Conditions.
Online Profile; Dashboard and The Buzz
The Humminglive Websites permit you to create an online profile under your registered user account through which you may showcase your works and socially connect and interact with other registered users of Humminglive. You agree that such showcased works on your profile shall be in accordance with the provisions of these Terms and Conditions as well as the applicable Laws.
The Dashboard in your registered user account permits you to view your user profile and the available opportunities posted by other registered users of Humminglive for hiring of services or collaborating on a project. The Dashboard shall also show the posts and/or opportunities posted by you for inviting other registered users for rendition of their services or collaborating with you. The Dashboard shall display articles relating to software & applications, locations and events; and customised feeds based on the profile of the user.
The ‘The Buzz’ section consists of other features such as a forum for discussion amongst registered users and informative and inspiring articles about video-related work in various industries.
Posting Opportunities; Workrooms
You may post opportunities for viewing by all interested Service Providers under the “Looking for Creatives” section of the Humminglive Websites. You undertake to publish true, accurate and correct information in such posts.
In order to post an opportunity, you may also submit a Communication Brief or contact Humminglive, through various sections of the Humminglive Websites. Based on such submissions, Humminglive shall connect with you via a phone call or email. Thereafter, Humminglive may take certain actions on your behalf – such as post an opportunity, invite other registered users to submit their applications etc. All such actions would be automatically updated on your Dashboard. However, under no circumstances, shall we select a Service Provider or enter into a commercial arrangement with a Service Provider, on your behalf.
Where an opportunity post is a commercial project, on acceptance of the services of any Service Provider, the terms and conditions of the Services Contract shall be applicable to your relationship with the Service Provider. Where the opportunity post is a co-development project, you and other Service Providers who have been accepted by you on the project shall act in the capacity of collaborators and co-developers in relation to the project on a non-monetary basis.
You may consider entering into separate contracts with other registered users in relation to any project such that the commercial as well as non-commercial terms inter se parties and their respective rights and obligations are clearly stipulated in writing.
Workrooms, created by the registered user who has created the project, enable numerous registered users working on any particular project to communicate and share User Submission between themselves on a strictly confidential basis. Access to files through the workroom is secure and restricted only to participants thereto. The workrooms are provided through a third party plugin-notism.io.
The engagement, contracting and management of a project is between a registered user posting a work opportunity (“Service Recipient”) and a creative, technical, business etc. professional individual/entity whose services have been accepted by the Service Recipient (“Service Provider”). Upon acceptance of a Service Provider’s quote for the services, the Service Recipient shall purchase, and the Service Provider shall deliver, the services and related deliverables in accordance with: (i) the agreement between the Service Recipient and the Service Provider including the agreed quote of fees, description of the services and deliverables, time schedules, intellectual property rights, and other terms and conditions as agreed between the Service Recipient and the Service Provider on the Humminglive Websites or otherwise by way of a separate agreement between them; (ii) these Terms and Conditions, and (iii) any other content uploaded to the Humminglive Websites by Humminglive (collectively, the “Services Contract”). No provision of such Services Contract shall be in conflict with these Terms and Conditions and those in conflict shall be void ab initio. The Service Recipient shall be responsible and liable for co-ordinating, managing, inspecting, accepting and paying for the satisfactory services and deliverables in accordance with the provisions of the Services Contract and the Service Provider shall be responsible and liable for the performance and quality of the services rendered to the Service Recipient in accordance with the provisions of the Services Contract. You expressly acknowledge and agree that Humminglive is not and shall not be deemed to be a party to any Services Contract.
Notwithstanding the aforementioned, in certain cases or if the Service Recipient requires Humminglive to, Humminglive may act as the principal Service Provider and, in turn, enlist the services of other Service Providers, for execution of the project.
One of the Services offered by Humminglive through the Humminglive Websites is that of the “Concierge” wherein a third party service provider, being an experienced specialist, shall provide advice to registered users (who have sought such services of a Concierge) in relation to profile management and improvement, posting project requirements, story / concept development, talent selection, evaluating proposals, schedules and budgets. Charges payable to such Concierge shall be mutually determined and agreed upon between such third party service provider and the registered user seeking such services. The terms and conditions stipulated in the “Work Orders” above shall mutatis mutandis apply to services provided by third party service providers under this “Concierge” section.
Humminglive charges and / or deducts one or more of the following fees/charges (as applicable) (“Charges”) from payments made by: (i) Service Recipients to Service Providers under any Services Contract; or (ii) originators of collaboration projects; on the Humminglive Websites using the Services:
Collaboration Fee Humminglive charges all originators of collaboration projects a project fee as specified on the Humminglive Websites. Such fees must be paid to Humminglive, in accordance with these Terms and Conditions, prior to making any posts on such collaboration in the Workroom.
Services Contract Fee Humminglive charges all Service Providers a services contract fee, as specified on the Humminglive Websites or as agreed between Humminglive and Service Providers, for any payments made by them pursuant to any Services Contract. In specific cases, Humminglive may charge Service Recipients a services contract fee, as agreed between Humminglive and Service Recipient.
Humminglive reserves the right to change any of the fees/charges that may be charged by Humminglive, at any time, in its sole and absolute discretion and upon reasonable notification to be posted on the Humminglive Websites. No refunds of fees already paid will be given.
Invoicing and Payments
Payments under Services Contracts
On receipt of the invoice from the Service Provider, the Service Recipient shall promptly make the payments specified in the invoice (“Payments”) within the number of days of receipt of such invoice as agreed between the Service Provider and Service Recipient.
Each Service Provider shall properly credit the Service Recipient and promptly inform Humminglive, for all Payments that the Service Recipient makes to such Service Provider in respect of services provided to such Service Recipient.
It is expressly acknowledged and agreed by you that the quoted fees as agreed between a Service Recipient and a Service Provider for any particular project shall not and cannot be decreased for any reason whatsoever. The Service Recipient and the Service Provider may, however, mutually agree to increase such quoted and agreed fees based on the extended requirements of any particular project.
Humminglive does not and shall not be deemed to have any control over the services invoiced or paid for and does not control whether any Service Recipient or Service Provider will actually complete the underlying transaction. Humminglive is not responsible or liable in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product/deliverable produced by a Service Provider as a result of any project with a Service Recipient.
If a Service Recipient reasonably disputes any invoice, the Service Recipient shall pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any invoice amounts reasonably disputed by a Service Recipient will not be payable to a Service Provider until such dispute is resolved.
Any disputes between any Service Recipient and Service Provider relating to payments and/or invoices shall be settled between them and Humminglive shall have no liability in this regard whatsoever. Humminglive may, however, at its sole discretion and in good faith attempt to amicably mediate and settle such disputes, without assuming any responsibility whatsoever.
Third-Party Payment Facilities
Humminglive may from time to time contract with third-party payment service providers to facilitate the Payments and for collection of Humminglive’s Charges. These third-party payment service providers may include third-party banking or credit card payment gateways, payment aggregators, pre-paid instruments, cash on delivery or demand draft / pay order on delivery service providers, mobile payment service providers or through any facility as may be authorized by the Reserve Bank of India for collection, refund and remittance, as the case may be of payment or supporting the same in any manner.
Miscellaneous Payment Terms
Humminglive endeavours to ensure that the prices/charges displayed on the Humminglive Websites are correct and up-to-date. Notwithstanding the foregoing, certain prices/charges may not be current or may be inaccurate on account of technical issues, typographical errors or incorrect information provided to Humminglive. In each such case, notwithstanding anything to the contrary, Humminglive reserves the right to cancel any Services without any further liability. You shall also be responsible and liable for all charges, fees, duties, taxes, and assessment arising out of your usage of the Services and for usage of services rendered by the Service Provider.
Relationship between Service Recipients and Service Providers
Humminglive shall not be, nor shall it deemed to be, in any circumstance whatsoever, a party to any Services Contract or the dealing, contracting and fulfilment of any project between the Service Recipient and the Service Provider and all rights and obligations for the purchase and sale of services or other deliverables shall be solely between a Service Recipient and a Service Provider. It is expressly acknowledged by you that Humminglive does not and will not have any control over: the quality, safety, originality or the legality of any services performed or of any deliverables created by any Service Provider; or the manner in which a Service Recipient or a Service Provider operates; or any matter related to the hiring, firing, discipline or working conditions of any Service Provider; or the truth or accuracy of advertised project listings; or the identity, qualifications, background, or capabilities of registered users of Humminglive; or the capacity of any Service Provider to perform any services; or the capacity of any Service Recipient to pay for any services; or that any Service Recipient or Service Provider can or will actually finish a project. The enforcement or performance of any rights and obligations arising from any Services Contract or any other terms, conditions, representations, or warranties associated with such Services Contract shall be the liability of, and shall managed and handled by, the Service Recipient and the Service Provider alone and Humminglive shall have no responsibility or liability whatsoever in this regard.
Good faith and Fair Dealing
You shall act in good faith, keeping in mind the principle of fair dealing, while using the Humminglive Websites and/or the performance of the obligations under any Service Contract(s). You also acknowledge and agree that the reputation and goodwill of the Humminglive Websites are dependent upon the due performance of your covenants and agreements as set forth in the Services Contract entered by you with other registered users of the Humminglive Websites, whether in the capacity of a Service Recipient or a Service Provider, as the case may be.
You expressly acknowledge and agree that the relationship between a Service Recipient and a Service Provider shall be that of: (i) independent contractors on a principal to principal basis; or (ii) employer-employee, as may be agreed in the Services Contract. Nothing contained in these Terms and Conditions shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Humminglive and any Service Recipient or Humminglive and any Service Provider.
Usage of the Website or the Software shall be construed as your consent for receiving calls including marketing and promotional calls, autodialed and/or pre-recorded messages, from Humminglive at any time, on the telephone number / contact information that may be provided by you. You hereby unconditionally consent that such communications via SMS and/ or voice call is (i) upon your request and authorization, (ii) ‘transactional’ and not an ‘unsolicited commercial communication’ as per the guidelines of Telecom Regulation Authority of India (TRAI) and (iii) in compliance with the relevant guidelines of TRAI or such other authority in India and abroad.
You hereby agree and undertake to indemnify Humminglive against all types of claims, losses and damages incurred by Humminglive due to any action taken by TRAI, Access Providers (as per TRAI regulations) or any other authority due to any erroneous complaint raised by you with respect to the intimations mentioned above or due to a wrong number or email-ID being provided by you for any reason whatsoever.
6 Use of Humminglive Websites
Except as set forth in the section titled "Other agreements; software, services or access" below, Humminglive authorizes you to use Humminglive Websites or view and/or download Materials only for your own personal, non-commercial purposes. If you make copies of any of the Materials, you must retain on any such copies all copyright and other proprietary notices contained in the original Materials. Use of the Humminglive Websites or Materials for any public or commercial purpose (including, without limitation, on another site or through a networked computer environment) is strictly prohibited. You may not modify, reproduce, publicly display, publicly perform, or otherwise distribute the Materials on the Website and the Software. As between you and Humminglive, Humminglive owns the Humminglive Websites. The Humminglive Websites are protected under Indian and international copyright laws. Any unauthorized use of the Humminglive Websites may violate copyright, trademark, and other national or international laws.
8 Prohibited uses
You agree not to use the Humminglive Websites (including, without limitation, any Materials or Services you may obtain through your use of the Humminglive Websites): (i) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (ii) to stalk, harass, insult or harm another individual; (iii) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (iv) to interfere with or disrupt the Humminglive Websites or servers or networks connected to the Humminglive Websites. You further agree not to (i) use any data mining, robots, or similar data gathering or extraction methods in connection with the Humminglive Websites; or (ii) attempt to gain unauthorized access to any portion of the Humminglive Websites or any other accounts, computer systems, or networks connected to the Humminglive Websites, whether through hacking, password mining, or any other means.
9 Modifications to Humminglive Websites
Humminglive reserves the right to modify, suspend, or discontinue the Humminglive Websites or certain Services at any time without notice to you. For example, Humminglive may make changes to the Materials and/or Services, or to the products and prices described in them, at any time without notice. The Materials and Services may be out of date and Humminglive makes no commitment to update the Materials and Services whatsoever. Information published on the Website and the Software may refer to products, programs, or services that may not be available in your country. You may consult your local Humminglive business contact for information regarding the products, programs, and services that may be available to you.
10 User submissions
Certain areas of the Humminglive Websites may permit you to submit feedback, information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (each, a "User Submission"). It is expressly understood that the following are not considered as User Submission : i) opportunity posts, ii) proposals in response to such opportunity posts and iii) messages exchanged by users on Humminglive Websites. By submitting a User Submission, you grant to Humminglive an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, license (sub-licensable through multiple tiers) to (i) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed and (ii) use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that Humminglive deems appropriate in its sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service). Humminglive reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. Humminglive may also disclose your name in its clients’ list/credentials for reference purposes. Humminglive may, but is not obligated to, pre-screen User Submissions or monitor any area of the Humminglive Websites through which User Submissions may be submitted. You agree that you are solely responsible for all of your User Submissions. Humminglive is not required to host, display, or distribute any User Submissions on or through the Humminglive Websites and may remove at any time or refuse any User Submissions for any reason. Humminglive is not responsible for any loss, theft, or damage of any kind to any User Submissions. Humminglive does not want to receive any User Submission that is confidential. You understand and agree that any User Submission will be considered non-confidential and non-proprietary and that Humminglive will be free to disclose your User Submission to any third party without any obligation of confidence on the part of the recipient. Humminglive does not guarantee that you will have any recourse through Humminglive or any third party to edit or delete any User Submission you have submitted.
By submitting any User Submission, you represent and warrant that:
you own all rights in your User Submissions (including, without limitation, all rights to the audio, video, or digital recording and the performance contained in your User Submissions) or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant to Humminglive the rights in your User Submissions described herein;
you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions;
you are the individual pictured and/or heard in your User Submissions or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your User Submissions to grant the rights to Humminglive described herein;
your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
you voluntarily agree to waive all "moral rights" that you may have in your User Submission;
any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
your User Submission does not violate any Law;
your User Submission is not, and may not reasonably be considered to be, defamatory, libellous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing, vulgar, pornographic, obscene, or invasive of another's privacy;
you were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
your User Submission does not unlawfully incorporate materials from a third party web site, or addresses, email addresses, contact information, or phone numbers (other than your own);
your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
11 Links to third-party websites
Links on the Humminglive Websites to third-party websites are provided solely as a convenience to you. If you use these links, you will leave the Humminglive Websites. Humminglive is not obligated to review such third-party websites, does not control such third-party websites, and is not responsible for any such third-party websites (or the products, services, or content available through the same). Thus, Humminglive does not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Humminglive network, you do this entirely at your own risk.
12 Third-party Resources
Humminglive may make available access to third-party materials, software, plugins and resources (“Third-Party Resources”) on the Humminglive Websites. Humminglive neither controls nor endorses, nor is Humminglive responsible for, any Third-Party Resources, including the safety, security, suitability, accuracy, integrity, quality or legality of Third Party Resources. Humminglive does not and shall not be deemed to make any representation or warranty with respect to any Third-Party Resources and, in addition, the availability of any Third-Party Resources through the Humminglive Websites does not and shall not be deemed to imply Humminglive’s endorsement of, or Humminglive’s affiliation with, any provider of such Third-Party Resources. Humminglive does not monitor any Third-Party Resources and Humminglive may block or disable access to any Third-Party Resources at any time it deems fit in its sole discretion. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOUR USE OF THIRD-PARTY RESOURCES IS SOLELY AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY RESOURCES. YOU AGREE THAT HUMMINGLIVE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY OR THIRD PARTY RESOURCES.
13 Linking to the Website and the Software
You may create links to the Website or the Software from other websites, but only in accordance with the following terms and in compliance with all applicable laws.
Without Humminglive's written authorization otherwise, a website that links to the Website or the Software:
may link to, but shall not replicate, any Materials (including any Humminglive logo);
shall not create a browser or border environment around any Materials;
shall not imply that Humminglive endorses such website or any products, services, or content available through such website;
shall not misrepresent its relationship with Humminglive;
shall not present false or misleading information about Humminglive, its products, or its services;
shall not contain content that could be construed as distasteful, offensive, or controversial; and
shall contain only content that is appropriate for all age groups.
Humminglive logos and any other logos and marks used on the Website and the Software (“Logos”) are trademarks that belong to Humminglive Market Network Private Limited.
You may use the abovementioned trademarks, in text, to refer fairly and accurately to Humminglive, its products and its services, subject to the guidelines below:
The Logos are reserved for use by Humminglive and those Humminglive partners and licensees that have a written agreement with Humminglive that specifically authorizes logo use. No other use of the Logos is permitted.
You may not use Humminglive trademarks in a manner likely to mislead consumers as to your relationship with Humminglive, as to Humminglive's sponsorship or endorsement of your company, products or services, or as to the origin of your products or services. Any use of Humminglive trademarks that is likely to confuse or mislead the public is unlawful and expressly prohibited.
15 Trademark Use by Authorized Humminglive Partners and Licensees
If you have an existing relationship with Humminglive, please adhere to the specific trademark use guidelines and terms provided in your written agreement.
If your existing agreement with Humminglive authorizes you to display the abovementioned trademarks, but does not contain specific trademark use guidelines, please follow the trademark use guidelines on this page.
If you have any questions you should contact your account representative or other Humminglive business contact.
16 Humminglive General Trademark Guidelines
The following general trademark guidelines are intended for use by persons, companies or entities who/that are authorized users of Humminglive's trademarks, including for example Humminglive's partners, licensees, alliances and authorized resellers under contract with Humminglive.
Do not use Humminglive trademarks in a manner likely to mislead or confuse the public as to the origin of any goods or services, or as to sponsorship or endorsement by Humminglive.
Do not use Humminglive trademarks to make false statements about Humminglive or its products or services.
Do not incorporate Humminglive trademarks in your trade names, business names, product names, service names, social media user names, or domain names.
Do not adopt or imitate Humminglive’s distinctive product designs, product packaging, trade dress, advertising materials, slogans, taglines or website layouts.
When referring to Humminglive in formal documentation (i.e., annual reports, financial reports) the full name Humminglive Market Network Private Limited is preferred. In other contexts, Humminglive is preferred.
17 Procedure for making claims of infringement
Humminglive respects the intellectual property rights of others. Accordingly, Humminglive has a policy of removing User Submissions that violate copyright law, suspending access to the Humminglive Websites (or any portion thereof) to any user who uses the Humminglive Websites in violation of copyright law and/or terminating in appropriate circumstances the account of any user who uses the Humminglive Websites in violation of copyright law. If you believe your copyright or other intellectual property right is being infringed by a user of the Humminglive Websites, please provide written notice to the following Humminglive officer for notice of claims of infringement:
Attention: Balaji Mudaliar
Humminglive Market Network Private Limited
E-1401, Raheja Vistas, Raheja Vihar, Chandivali, Powai, Mumbai - 400072
Your written notice must: (i) contain your physical or digital signature; (ii) identify the copyrighted work or other intellectual property alleged to have been infringed; (iii) identify the allegedly infringing material in a sufficiently precise manner to allow Humminglive to locate that material; (iv) contain adequate information by which Humminglive can contact you (including postal address, telephone number, and e-mail address); (v) contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law; (vi) contain a statement that the information in the written notice is accurate; and (vii) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner. Please do not send notices or inquiries unrelated to alleged copyright or other intellectual property right infringement to Humminglive’s designated agent, as they will be deleted upon receipt.
You agree to indemnify, defend, and hold harmless each of the Humminglive Parties (as defined below) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account's) violation of these Terms and Conditions. Humminglive reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Humminglive's defence of such claim.
19 Electronic communications
When you visit the Website, use the Software or send e-mails to Humminglive, you are communicating with Humminglive electronically. Humminglive may respond to you by e-mail or by posting notices on the Website or the Software. You agree that all such notices, disclosures, and other communications that Humminglive provides to you electronically satisfy any legal requirement that such communications be in writing.
The Website and the Software may be subject to limitations, delays, outages, and other problems that are inherent in the use of the internet, software and other electronic communications. Humminglive is not responsible for such delays, failures, or other damages that result from such problems.
Except as set forth in "Other agreements; software, services or access", below, Humminglive may terminate, suspend, or modify your registration with, or access to, all or part of the Humminglive Websites, without notice, at any time and for any reason. You may discontinue your participation in and access to the Humminglive Websites at any time. If you breach any of these Terms and Conditions, your authorization to use the Humminglive Websites automatically terminates and you must immediately destroy any downloaded or printed Materials and any copies thereof. Any termination of an account may automatically lead to the termination and/or deletion of all related profiles. When your account is terminated for any reason, you may no longer have access to data, messages, files and other User Submissions you keep on the Humminglive Websites. The User Submissions may be deleted along with all your previous posts and proposals.
These Terms and Conditions shall become effective as your contractual agreement upon your use of the Humminglive Websites, and shall continue until your account is terminated by you or Humminglive as provided for under the terms of this section.
Unless otherwise agreed to in writing, in the event your account is terminated: (i) Humminglive shall continue to perform those Services necessary to complete any open transaction between you and another registered user of Humminglive; (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Humminglive for any Services and to any Service Provider for any services rendered; and (iii) you shall continue to have the right to receive any amounts accrued but unpaid as of the date of termination from any Service Provider for any services rendered by you.
Without limitation to Humminglive’s other remedies under applicable Laws, Humminglive may issue a warning, or temporarily suspend, indefinitely suspend or terminate your account or a project, and refuse to provide any or all Services to you if: (i) you breach any these Terms and Conditions or the linked policies and information incorporated herein by reference, including the written policies and procedures posted on the Humminglive Websites; (ii) Humminglive is unable to verify or authenticate any information you provide to Humminglive; or (iii) Humminglive believes in its sole discretion that your actions may cause legal liability for you, Humminglive’s registered users or for Humminglive or are contrary to the interests of the Humminglive Websites. On any indefinite suspension or termination, you shall not continue to use the Humminglive Websites under the same account, a different account, or register under a new account.
Without limiting Humminglive’s other remedies, to the extent you engage in actions or activities which circumvent your payment obligations to Humminglive under these Terms and Conditions, you shall pay Humminglive for all fees owed to Humminglive and reimburse Humminglive for all losses and costs and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
THE HUMMINGLIVE WEBSITES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE HUMMINGLIVE WEBSITES ARE WITH YOU. SHOULD THE MATERIALS OR SERVICES PROVE DEFECTIVE, YOU, AND NOT HUMMINGLIVE, SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING AND REPAIR. HUMMINGLIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE HUMMINGLIVE WEBSITES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HUMMINGLIVE MAKES NO WARRANTY THAT THE HUMMINGLIVE WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE HUMMINGLIVE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE HUMMINGLIVE WEBSITES WILL BE CORRECTED. HUMMINGLIVE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HUMMINGLIVE WEBSITES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE HUMMINGLIVE WEBSITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE HUMMINGLIVE WEBSITES OR FROM HUMMINGLIVE, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "HUMMINGLIVE PARTIES") SHALL CREATE ANY WARRANTY. HUMMINGLIVE DISCLAIMS ALL EQUITABLE INDEMNITIES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE HUMMINGLIVE WEBSITES IS DONE ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. HUMMINGLIVE SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS, WITH RESPECT TO ANY INFORMATION PROVIDED TO YOU WHETHER ON BEHALF OF ITSELF OR THIRD PARTIES.
HUMMINGLIVE SHALL NOT BE LIABLE FOR ANY THIRD PARTY WEBSITES, PLUGINS, PRODUCTS, SERVICES AND OTHER CONTENT. THE ADVERTISEMENTS WHICH MAY BE AVAILABLE ON E-MAILS OR HUMMINGLIVE WEBSITES WITH RESPECT TO THE THIRD PARTY WEBSITES, PRODUCTS AND SERVICES ARE FOR INFORMATION PURPOSE ONLY.
HUMMINGLIVE SHALL NOT BE LIABLE FOR DELAYS OR INABILITIES IN PERFORMANCE OR NON-PERFORMANCE IN WHOLE OR IN PART OF HUMMINGLIVE’S OBLIGATIONS DUE TO ANY CAUSES THAT ARE NOT DUE TO ITS ACTS OR OMISSIONS AND ARE BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, FIRE, STRIKES, EMBARGO, ACTS OF GOVERNMENT, ACTS OF TERRORISM, CLIMATIC CONDITIONS, LABOUR UNREST, INSOLVENCY, BUSINESS EXIGENCIES, GOVERNMENT DECISIONS, CHANGE OF LAWS, OPERATIONAL AND TECHNICAL ISSUES, ACTS OF THIRD PARTIES OR OTHER SIMILAR CAUSES AND PROBLEMS.
22 Limitation of Liability
IN NO EVENT WILL ANY OF HUMMINGLIVE PARTIES BE LIABLE FOR (I) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (II) ANY DAMAGES WHATSOEVER IN EXCESS OF INDIAN RUPEES ONE THOUSAND (INR 1,000) (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF GOODS, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH HUMMINGLIVE WEBSITES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF HUMMINGLIVE WEBSITES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF ANY HUMMINGLIVE PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO APPLICABLE LAW, USE OF HUMMINGLIVE WEBSITES IS AT YOUR SOLE RISK. THE SERVICES AND PRODUCTS MADE AVAILABLE ON HUMMINGLIVE WEBSITES ARE SUBJECT TO CONDITIONS IMPOSED BY HUMMINGLIVE, INCLUDING BUT NOT LIMITED TO TARIFFS, CONDITIONS OF CARRIAGE AND GOVERNMENT REGULATIONS.
23 Exclusions and limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any of Humminglive Parties may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of such party’s liability shall be the minimum permitted under such applicable law.
24 Other agreements; software, services or access
Humminglive may provide the Services or access to Humminglive Websites under the terms of a separate agreement between you and Humminglive (each, an "Other Agreement"). Humminglive's obligations with respect to any service that it makes available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and these Terms and Conditions shall not be deemed or construed to alter the terms of such Other Agreements.
For example, the use of any software that is made available to download from the Humminglive Websites is governed by these Terms and Conditions and/or the terms of the end user license agreement, if any, which accompanies or is included with such software ("License Agreement"). You may not install any such software that is accompanied by or includes a License Agreement unless you first have agreed to the License Agreement terms. If no end user license agreement accompanies or is included with such software, then such software shall be deemed to be Materials hereunder and these Terms and Conditions shall govern your use of such software. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SUCH SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.
Save and except as otherwise provided in these Terms and Conditions or agreed in any other agreement between you and Humminglive, these Terms and Conditions, together with any additional terms to which you agree when using particular elements of the Humminglive Websites, constitute the entire and exclusive and final statement of the agreement between you and Humminglive with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and Humminglive with respect to such subject matter. Humminglive Parties are third party beneficiaries with respect to the provisions in these Terms and Conditions that reference them. These Terms and Conditions and the relationship between you and Humminglive shall be governed by the laws of the India as applied to agreements made, entered into, and performed entirely in India, notwithstanding your actual place of residence. All disputes arising from or relating to these Terms and Conditions or your use of the Humminglive Websites shall be exclusively brought in the courts of Mumbai, and you hereby irrevocably submit to the exclusive jurisdiction of such courts for such purpose. The failure of Humminglive to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavour to give effect to the intentions of Humminglive and you as reflected in the provision, and that the other provisions of these Terms and Conditions remain in full force and effect. The Clause titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. With regard to other users of Humminglive, these Terms and Conditions shall remain in full force and effect notwithstanding any termination of your use of the Humminglive Websites. These Terms and Conditions will be interpreted without application of any strict construction in favour of or against you or Humminglive. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Humminglive without restriction. Notwithstanding anything contained herein, provisions of these Terms and Conditions, which by their nature survive termination, shall so survive the termination of these Terms and Conditions.
26 Modifications to these Terms and Conditions
Humminglive may, in its sole and absolute discretion, change these Terms and Conditions from time to time. Humminglive will post notice of such changes on the Website or the Software. If you object to any such changes, your sole recourse shall be to cease using the Humminglive Websites. Continued use of Humminglive Websites following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms and Conditions may be superseded by expressly-designated legal notices or terms located on particular pages of the Humminglive Websites and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and Conditions and to supersede the provision(s) of these Terms and Conditions that are designated as being superseded.