Business Agreement.docx

CW TERMS AND CONDITIONS

Version 2.0
Last Updated: 13th November 2025

Introduction

These terms and conditions govern the legal relationship between ConvertWay and its Users and incorporate the provisions of the CW Privacy Policy, the CW Data Processing Addendum, other relevant industry standards and codes and certain third-party Network Operator and Platform Operator terms and conditions and other Service-specific terms and conditions, where expressly provided for below or as may be communicated from time to time by ConvertWay.

TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF CONVERTWAY TO YOU AND THAT INDEMNIFY CONVERTWAY AGAINST CLAIMS AND DAMAGES THAT IT MAY SUFFER AS A RESULT OF YOUR CONDUCT.

Please read these terms and conditions carefully.

Definition and Interpretation

The words and phrases listed below shall bear the following meanings in these terms and conditions, unless the context clearly indicates otherwise:

“Applicable Laws and Additional Terms” shall mean certain applicable laws, regulations, third-party terms, conditions, policies and codes of conduct that may apply to certain Services in various territories including but not limited to laws and regulation as set out in “Applicable Laws and Additions Terms”

“ConvertWay” means shall Shipway Technology Private Limited, a company incorporated in India, having its registered office in Plot No 82 4th Floor Sector 44, Gurgaon, Haryana, India-122002.

“CW Platform” means scalable proprietary wireless platform available on CW Website and/or can be availed through Shopify App Store, containing a core infrastructure and computer programs which performs the message routing services and marketing automation, as such may be updated or changed.

“CW Wallet” shall mean a prepaid instrument available to make payment towards Services consumed by the User under these terms and conditions.

“End user” or “recipient” means any person, including both a natural or juristic entity who receives or is intended to receive any message sent by a User using the Services;

“Message” refers to all forms of electronic messages that may be sent or received using the Services, including but not necessarily limited to by means of Whatsapp, SMS or RCS;

“Network Operator” means any party licensed to install, operate and maintain a cellular telephony, mobile data or other telecommunications or Internet network;

“Platform Operator” means a third party who makes a messaging or communications platform or service available to ConvertWay for Users to use as part of the Services, including but not limited to any message formatting or aggregation platform or service;

“RCS” means Rich Communications Services, a protocol for sending rich content messages over Wi-Fi and mobile data connections and used for the transmission of RCS Business Messages (RBM);

“Subscription Package” means a package/ plan offered by ConvertWay on CW platform with the features as described therein. The Users may redeem the subscription by making use of the Services as described in the features of the chosen package/ plan on CW Platform;

“Services” shall mean and include all products and services offered or provided to Users by ConvertWay within the Territory through CW Platform including, but not limited to, messaging services, software and other applications for the purpose delivery of marketing and transactional messages including one-time passwords, activation codes, marketing messages, and similar. Messages received on these services are sender initiated or recipient initiated, and the frequency may vary.

“Terms and Conditions” shall mean these general terms and conditions as well as the terms and conditions of all relevant industry codes and Network Operator and Platform Operator terms, conditions and policies incorporated herein and specific terms of Services if any agreed between ConvertWay and the User by way of addendum or a supplementary agreement.

“SMS” means a short message service protocol for transmitting text messages;

“User” shall mean any natural or legal persons using the CW Platform or the Services for any reason whatsoever , who makes use of any of the Services with or without creating a login account or who uses , visits or downloads the CW Platform; and

““Website” shall mean all websites published by any ConvertWay entity including ConvertWay.com and shall include any page or part thereof.

“Territory” shall mean and includes India and all other geographical areas.

Any reference in these standard terms to the singular includes the plural and vice versa, any reference to persons includes both natural and juristic persons and any reference to a gender includes all genders.
Any clause headings inserted into these terms and conditions have been inserted for convenience only and shall not be taken into account in interpreting the terms and conditions.
Words and expressions defined in any other part of these terms and conditions shall, for the purposes of that part, bear the meaning assigned to such words and expressions in that part.
To the extent that any provision of this Agreement conflicts with any law, then to the limited extent of such conflict, such provision shall be severed from this Agreement without affecting the enforceability of the remainder of its terms.

Agreement

Users agree that all Terms and Conditions shall be binding on the User and that should there be a contradiction between the general terms and conditions and any other specific terms and conditions, the specific terms and conditions shall prevail to the limited extent of such conflict.
Should a User not agree to all Terms and Conditions or be unable to comply with Terms and Conditions, the User should immediately cease using the CW Platform and/or terminate the registration process.
Should a User not be able to comply with any third-party Platform Operator terms, conditions and policies incorporated herein, the User should not make use of any Services that make use of any such third-party platforms.
ConvertWay expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any Terms and Conditions without prior notice and to update prices and rates quoted on CW Platform by prior written intimation to the Users. Users undertake to check the CW Platform frequently and to acquaint themselves with the changes and/or amendments in the information supplied on the CW Platform and, in this regard, Users shall be solely responsible to check for any amendment of the Terms and Conditions particularly in respect of the prices and nature of any Services, prior to the conclusion of each new Subscription Package purchase or service order in respect of the Services by recharging the Wallet. Users shall be responsible to regularly verify which networks are covered by the Services or different types of Services and which mobile devices are compatible with different types of Services. Changes may occur as to which networks or devices are covered or compatible from time to time.
Without derogating from the aforegoing provisions, any changes to these terms and conditions, including to any linked documents expressly incorporated by reference into these terms and conditions, shall be deemed to be binding on a User where a User continues to make use of any Services accessible via the CW Platform following the changes being reasonably prominently published on the CW Platform or otherwise reasonably drawn to the attention of the User.

The Services

ConvertWay shall make all reasonable endeavours to ensure uninterrupted and continued use of the Services, however the delivery of messages is largely dependent on the effective functioning of Network Operators’ and Platform Operators’ communications networks, network coverage and the message recipient’s mobile handset and operating system. ConvertWay does not and cannot guarantee the availability of any Service, the delivery of any messages or the compatibility between any message or content format and any particular mobile handsets or mobile operating systems.
Network Operators and Platform Operators may modify, enhance, develop or discontinue components of their services at any time without prior notice, in which event ConvertWay shall be entitled to modify, enhance, develop or discontinue affected Services to Users without notice.
ConvertWay shall use its reasonable endeavours to provide the User with advance notice of any modification, suspension or termination of its Services and shall endeavour to minimise the duration of any suspension thereof in so far as this is reasonably practicable.
Messages shall be deemed to have been delivered in case of SMS and in case of RCS & WhatsApp the Message shall be deemed to be read when ConvertWay has sent the messages to the immediate destination that it is requested to send to, including, but not limited to, mobile telephone networks, SMTP or other servers. Confirmation of such delivery shall be confirmed by updating the message log records for your account or by such other means as ConvertWay may reasonably determine from time to time for different types of message services.
ConvertWay shall have the right to withhold, terminate or suspend the provision of Services to the User if the User is in breach of its obligation under these Terms & Conditions at any time, without any liability to Users or any third party. ConvertWay shall refund to the Users any payments received for Services that are not utilized or that ConvertWay suspended or withhold as per the terms of the ConvertWay Subscription Packages and Refunds Policy available here .

Payment and Prices

Certain Services, including Subscription Packages, may be offered at prices detailed at CW Platform. Or in the supplementary terms and conditions applicable to those Services. Platform and Network Operator’s charges for use of their platforms, networks and for SMS or RCS or other message services may differ in respect of individual operators and may be varied by operators from time to time and with prior notice to ConvertWay or its Users. ConvertWay may vary its charges for SMS or RCS or other message services from time to time and with prior notice to Users. In the event that a Platform or Network Operator introduces reciprocal charges for any particular types of messages, ConvertWay retains the right to increase the number of Subscription Packages needed per message, for that specific platform, network and type of message.
Charges for certain Services and purchases are payable in advance. These include, but are not necessarily limited to purchasing pre-paid Subscription Package, the provisioning, set up, administration and/or rental of Application-to-Person (A2P) services, the provisioning, set up and administration of RBM Services, the provisioning, set up and administration and/or rental of SenderID Services, the provisioning, set up and administration of IM Services.
For certain Services, Users are able to load the CW Wallet which shall reduce for each message sent using the Services. In the case of messaging services, the amount charged for each message may depend on the type, size and length of a message, the message destination, the messaging route used, Network Operator charges and/or any applicable Platform Operator charges. The price charged per service or message is subject to change from time to time with prior intimation and shall be indicated on the CW Platform or in supplementary pricing information applicable to those Services. Unless expressly indicated to the contrary in writing, the price is inclusive of ConvertWay database hosting, User support and message handling costs.
The refunding or expiry of Subscription Package is detailed in our ConvertWay Subscription Packages and Refunds Policy, available here , which shall be deemed to have been incorporated into these terms and conditions.
Loading of Subscription Package or the CW Wallet: On the receipt of payment from a User, ConvertWay loads Subscription Package or the CW Wallet to the User’s account to reflect the transaction amount. The successful loading of purchased Subscription Package is confirmed by the reflection of the transaction and the Subscription Package on the User’s account.
Records of transactions: Records of transactions may be obtained from ConvertWay on request, or from the CW Platform
Manner of payment: Payment may be made via Visa, MasterCard or American Express Cards or by electronic bank transfer or UPI. Any charges raised by a User’s own bank when a User makes payment via a third-party payment services provider shall be borne by the User. Where a User makes payment from a card or bank account in a currency that is different from the currency of the country in which the receiving bank account is held, the User shall be liable for reasonable foreign exchange transaction fees which may be charged by ConvertWay to the User at which the foreign exchange transaction is entered into. Convert way shall have the right to adjust such dues against the amount loaded in the CW Wallet or the Subscription Package and accordingly adjust the transactions undertaken in the User account.
Taxes/currencies/payment methods: The User shall be liable to make payment of any and all value added tax, general sales tax or other taxes applicable to the services in the User’s own jurisdiction and at the applicable rates. The transaction currency shall be the national currency specified at the time of transacting. Unless expressly indicated to the contrary, all advertised or displayed prices are advertised and displayed exclusive of applicable taxes.
Interest on late payments: Any amounts not paid to ConvertWay by the due date for same shall attract interest at a rate that is equal to the lower of 2% per month or the maximum statutory interest rate that may be charged to the User in the jurisdiction in which ConvertWay contracts with the User, such interest to accrue daily and be compounded monthly in arrears.
Payment security: Users acknowledge that ConvertWay makes use of secure third-party payment gateways and Users acknowledge and agree that ConvertWay shall not be liable for any losses arising from the use of any third-party payment gateways whatsoever.
Without prejudice to any other right that it may have in law, ConvertWay shall have the right to suspend or disable the operation of any User account and the provision of services to any User where payment of all charges have not been made in full by the due date, or where ConvertWay reasonably suspects that payment has been made or effected by fraudulent means.
If applicable pricing and payment terms shall be outlined in a service order form.

Acceptable Usage

Users acknowledge and understand that ConvertWay acts as an intermediary for the provision of information and content. Users acknowledge that (i) ConvertWay shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on the User and (ii) ConvertWay does not determine the End User to whom the messages are delivered. Users shall observe all relevant legislation and regulations applicable in their jurisdiction and in the jurisdiction of all persons to whom they cause messages to be delivered. It shall be the sole responsibility of Users to familiarise themselves with all applicable laws, regulations and codes of conduct to which they may be subject and to ensure compliance therewith including but not limited to DLT Scrubbing.
Where a User would be deemed in terms of any applicable law to be a Data Fiduciary or Processor of, or in relation to, any Personal Data as contemplated in the CW Data Processing Addendum, available here the User shall be bound to comply with all relevant obligations imposed on such party in terms of such applicable laws and in terms of the Data Protection Addendum or any applicable law in the relevant Territory including the regulations or conditions set out in the Applicable Law and Additional Terms. Users shall furthermore ensure that all usage of the Services and all messages, advertising, information and content produced or generated by a User for transmission or delivery by means of the Services shall comply with all laws and any relevant code of conduct to which ConvertWay itself subscribes and is bound in all territories where messages are sent by, or received from, the User.
User shall not use the Services to (i) intentionally engage in illegal conduct, (ii) knowingly create, store or disseminate any illegal content, (iii) knowingly infringe copyright, (iv) knowingly infringe any intellectual property rights, or (v) send spam or promote the sending of spam.
Users shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by ConvertWay or by the User of any requirement or provision of any applicable legislation, regulations, code of conduct or network usage policies, or any Network Operator or Platform Operator terms, conditions or policies, failing which ConvertWay shall be entitled to immediately suspend or terminate the provision of Services to the User and the User shall have no claim of any nature against ConvertWay (including claims for reimbursement, refund, compensation or damages). Users hereby indemnify ConvertWay against any fine imposed on ConvertWay or any damages suffered by ConvertWay as a result of any act or omission of a User that amounts to a breach of any law or code of conduct to which ConvertWay may be subject. Upon notification of any such fine or damages, Users agree to immediately pay the amount of such fine or damages to ConvertWay.
Users may not use, or knowingly allow others to use, the Services for any purpose that may bring ConvertWay’s name into disrepute, or for any purpose that, in ConvertWay’s sole and absolute discretion, is improper, immoral or undesirable.
Users shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the legitimate activities, interests or goodwill of ConvertWay or any Network Operator or Platform Operator.
Users may not use the Services to send messages without reasonable cause nor for the purpose of causing annoyance, inconvenience or distress to any person.
In the event of any transgression of any applicable law, regulation, code of conduct, or any provision of these terms and conditions, or in the event of any complaint being received by ConvertWay in relation to a User, then the User hereby acknowledges and agrees that ConvertWay may in its sole and unfettered discretion remove message recipient contact numbers from the database of a User and/or suspend or terminate Services to a User without prejudice to any other rights that it may have in law or in terms of these terms and conditions. ConvertWay has the right to take down any content (hosted as part of the service) that it considers illegal or for which it has received a take-down notice.
Users acknowledge and agree that all messages sent may be stored and can be audited and reviewed by ConvertWay or any other person acting on behalf of ConvertWay at any time to ensure compliance with these terms and conditions and any applicable law, regulations or code of conduct.
Users acknowledge in particular that use of the Services for purposes related to gambling activities may be prohibited in certain territories

Registration and Security

To register to make use of the Services, a User must complete the registration process and must provide ConvertWay with up to date, complete and accurate information as requested by ConvertWay. Failure to provide accurate and complete information on registration may result in termination of the Services. A User will also be required to choose a Username and password. Users are responsible for maintaining the confidentiality of their Usernames and passwords and Users undertake not to divulge their Username and passwords to any other person.
A User is entirely responsible for any and all activities that occur under its account and a User shall be strictly liable to make payment of all charges incurred under its account whether or not these charges are incurred by the User or any other person, authorised or unauthorised, intentionally or unintentionally, or as a result of any virus, hack or security breach of CW Platform. Users agree to notify ConvertWay immediately of any unauthorized use of their account(s) or any other breach of security.
It is expressly prohibited for any person, business or entity to gain or attempt to gain unauthorised access to the CW Platform, or to deliver or attempt to deliver any unauthorised, damaging or malicious code to this CW Platform. Any person who delivers or attempts to deliver any unauthorised, damaging or malicious code the CW Platform or attempts to gain unauthorised access to CW Platform shall be held criminally liable and in the event that ConvertWay should suffer any damage or loss, civil damages will be claimed.
In the event that a User wishes to replace a person/employee using a specific ConvertWay account of the User, and wishes to prevent the individual person from accessing the account, the account holder shall inform ConvertWay in writing of this change and change all details on the account accordingly. ConvertWay may refuse to act on the instructions of an account holder where the account holder fails to provide sufficient proof of its identity as the account holder and the authority of the person purporting to represent it in making such a request and ConvertWay shall have no liability to the account holder or the individual person where it refuses to act in the absence of such proof, nor where it acts in good faith reliance of any information submitted to it in support of any such request made by any person purporting to represent the account holder, including in respect of any claims for breach of privacy, security or confidentiality.
No ConvertWay account may be transferred from one person to another without the written consent of ConvertWay. Where ConvertWay consents thereto, the new person shall be responsible for updating all details on the account accordingly. If the Username is the former person’s name or trademark, a new account must be opened.
In the event that a User forgets his or her password and/or his or her contact details used for password recovery has changed (e-mail address, mobile number) and he or she requests a password change, mobile number change or e-mail address change, ConvertWay will call or e-mail the existing contact telephone number or email address on the account. The User agrees that if there is no response or no confirmation of the above request, the User may be required to re-register. The User further agrees that if any person responding to the above contact confirms the request, then the request may be effected and a new password issued to such person and the User agrees that ConvertWay shall not be liable for any damages or breach of privacy, security or confidentiality resulting therefrom, including but not limited to where unauthorised persons have gained access to the Users / End User’s email account or telephone.

Privacy

These terms and conditions shall be deemed to include the provisions of the ConvertWay Privacy Policy available here. By accepting these terms, you recognize and agree to be bound by the provisions of ConvertWay’s Privacy Policy.
Where, for the purpose of providing the Services to you, any ConvertWay Service acts as an Application Programming Interface ("API") for the purpose of specifying how different software systems should interact with each other, or where for that same purpose any ConvertWay Service interacts with other API's, including third party API's, we may pass and retrieve data, including personal information, between the different software systems and third parties that interact via those APIs.
Where we make use of third-party service providers to help us provide the Services to you, including for the purposes of retrieving or delivering information, records, notifications or other messages to you or any User’s or for hosting or providing any component of our Services, we require such third parties to maintain the confidentiality of any personal information we provide to them for these purposes. Some of these third parties may be situated outside of your country and you consent to your personal data and that of any data subjects you provide to us being transferred cross-border so that we can provide the Services to you. In this regard, we engage only with reputed third-party service providers who have security and privacy policies and procedures providing at least the same level of protection as we do ourselves. You warrant that you have all necessary permissions to give us the above consent.
We may share data, including Personal Data, collected from Users of our Services with third-party service providers or consultants who require access to that data to perform their work on our behalf for the purpose of helping us deliver our Services. These third-party service providers or consultants are limited to only accessing or using this data to provide the services to us and must provide reasonable assurances that they will appropriately safeguard the data. We may also share non-personal or non-identifiable information, including account usage data with third party analytics service providers.
Users agree that ConvertWay may make use of website visitors if the User is opting for some particular product and non-identifiable account usage data for statistical and analytical purposes. In providing its services, ConvertWay has implemented Google Analytics services for its audience reporting and remarketing features. When making use of these services, ConvertWay does not process or share any data that allows any third party to identify any individual persons. In accepting these terms services, a user agrees that ConvertWay may use and share de-personalised data for the analytics purposes set out above.
Users agree that they shall not violate any privacy laws, regulations or applicable codes of conduct relating to the protection of personal information of End Users including but not limited to names, addresses, email addresses, landline and mobile telephone numbers and shall not disclose the personal information of end users to any third party save without the express consent of the End User or where specifically required or permitted by law to do so.
Where the personal data of any EU member state subject is transferred to ConvertWay in a non-EU member state for processing, or where the personal data of a subject of any state or union of states whose laws prohibit the transfer of personal data for processing outside of such state or union of states unless minimum protection measures are in place as determined by the provisions of the relevant laws, is transferred to ConvertWay for processing outside of such state or union of states ConvertWay shall ensure that adequate technical and organizational security measures are in place so as to comply with such laws and so as to provide a level of protection appropriate to the risks represented by the processing of such data and in order to protect such data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access or any other unlawful form of processing.
Credit card details: At no time does ConvertWay collect or retain the credit card details of Users. Credit card details are handled directly by the third-party payment gateways providers made use of by ConvertWay.

User Warranties and User Obligations

Users warrant that:

recipients of any commercial messages have a recent prior commercial relationship with the User and would reasonably expect to receive marketing communications from the originator and/or recipients have either requested the receipt of messages from the User or consented thereto;
they shall comply with all applicable laws, regulations, Network Operator and Platform Operator requirements and all relevant codes of conduct which may be applicable in their jurisdiction and the jurisdiction of all persons to whom they cause messages to be delivered;
they shall include their own contact details and identifying particulars in their messages to ensure that complaints are directed at them and not at the Network Operator or Platform Operator;
they shall not send unlawful, abusive, harassing, threatening or obscene messages to any End User or any other person or persons, including both natural and juristic entities; and
they shall not engage in any fraudulent act by means of or in connection with any of the Services nor in connection with payment therefor.
they shall not engage in activities or transmitting through the Services any information that may be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
they shall not send Unsolicited SMS (SPAM) or any messages violating local telecom regulations. They shall not send SMS on numbers registered under Do-not-disturb (DND)
Users to comply with all applicable legal and regulatory requirements related to SMS communications
they shall not create a false identity or forged email address or header, phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call using your account.
they shall not use the Services for any activity that involves or is related to narcotics, cannabis, steroids, or other controlled substances, drug paraphernalia, ammunition, firearms, adult-oriented content, or services.
they shall not use the Services to make calls or send messages requiring opt-in that was not obtained, that does not respect mobile subscribers' opt-out requests, or that does not contain proper age gating in accordance with industry standards and applicable law. Users will provide clear opt-in and opt-out mechanisms as mandated by messaging industry standards and applicable law.
the User warrants that it will not engage in spamming or other unsolicited advertising, marketing, or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act, while using CW Platform to send SMS outside India.

Breach

Where a User breaches any of the Terms and Conditions, then without prejudice to any of its legal rights, ConvertWay shall be entitled, amongst other things, to cancel its agreement with the User, to suspend or terminate the provision of Services to the User, to suspend, disable or terminate the User’s account/s, to sue for specific performance by the User, to claim damages and/or to retain any monies already paid by the User in respect of Services not utilised by it as damages resulting from such breach and to set off any claims that ConvertWay may have against the User from any other amounts due to the User by ConvertWay.
Where a User account is suspended or terminated due to any breach of these terms and conditions, ConvertWay reserves the right to also suspend or terminate all other accounts registered by, or on behalf of such User, as well as suspend or terminate any account registered by any other person or persons whom ConvertWay, in its sole and unfettered discretion, believes is affiliated with the User concerned.

Limitation of Liability, Warranties and Indemnities

THE USER HEREBY INDEMNIFIES AND HOLDS CONVERTWAY HARMLESS AGAINST ANY AND ALL DAMAGES, LIABILITIES, FINES AND RISKS THAT MAY FOLLOW FROM THE TRANSGRESSION OF THESE TERMS AND CONDITIONS.
CONVERTWAY SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF WHATSOEVER NATURE ARISING FROM THE USE OR INABILITY TO USE THE CW PLATFORM OR THE SERVICES OR ANY CONTENT PROVIDED FROM AND THROUGH THE CW PLATFORM
Convertway does not guarantee 100% message delivery as it depends on third-party providers and network conditions. Convertway shall not be liable for delays, message failures, or technical issues beyond its control. The User acknowledges that Message delivery rates and quality vary by region, network provider, and third-party gateway performance. Convertway shall not be responsible for penalties or claims arising from CLIENT’s misuse of the Message service.
Furthermore, ConvertWay makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from the CW Platform are free from errors or omissions or that the Services will be 100% uninterrupted and error free.
These terms and conditions together with any other contractual documents expressly referenced in these terms and conditions contain all of the terms of agreement between the User and ConvertWay.
The CW Platform and the Services are supplied on an “as is” basis and are not supplied to meet the User’s individual requirements. To the fullest extent permitted by law, ConvertWay disclaims all representations and warranties relating to the Services (whether express, implied and statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose). It is the sole responsibility of the User to satisfy itself prior to entering into this agreement with ConvertWay that the Services and the CW Platform will meet the User’s individual requirements and be compatible with the User’s hardware and/ or software and message recipient handsets and devices.
Users agree to hold ConvertWay harmless and indemnify ConvertWay fully against any claim by any third party, including message recipients, End Users, Network Operators or Platform Operators as a result of any system failure, message corruption, interruption or termination of services, unsolicited direct marketing, harassment, emotional disturbance, inappropriate or obscene content, breach of privacy or breach of data security, provided that none of the aforegoing result from ConvertWay’s own gross negligence or fraudulent acts or omissions.
Users indemnify and hold ConvertWay harmless against all reasonable damages, awards, penalties or legal costs claimed or imposed by any party as a result of any action, commission or omission by the User that constitutes a breach or contravention of any legislation, regulations, code of conduct or Network Operator, Platform Operator terms, codes or policies including but not limited to acceptable usage policies.
In the event of any litigation between ConvertWay and the User, the successful party shall be entitled to recover their reasonable legal costs incurred by it in enforcing its rights on an attorney and client scale.
Users further indemnify and hold ConvertWay harmless against any reasonable claims, actions or damages from any party as a result of the fraudulent or unauthorised use of the User’s Username and password or loss thereof.
Without derogating from the aforegoing, in no event shall ConvertWay be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, revenue, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use or unauthorised use of the CW Platform or the Services, whether such damages arise in contract, delict, under statute, in equity, at law or otherwise.
Notwithstanding the aforegoing provisions and without derogating therefrom or limiting their application in any way, in the event that a User has a valid claim against ConvertWay arising from any Services provided under these terms and conditions then the User’s claim shall be limited to payment of an amount equal to the amount paid for the Services that are the subject of the claim in the month prior to any such claim arising.

Waiver

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms and conditions is found to be unenforceable or invalid, such term(s) or condition(s) shall be severable from the remaining Terms and Conditions. The remaining terms and conditions shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable.

Proprietary Rights

All content, trademarks and data on the CW Platform, including but not limited to software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to ConvertWay, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the User herein, all other rights to all intellectual property on this site are expressly reserved.
ConvertWay shall grant a User an individual, personal, non-sublicensable, non-exclusive and non-transferable license (“the License”) to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable User documentation, if any, and only in conjunction with the relevant Services. The User may not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/application; copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/ application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to ConvertWay products and/or services. The User acknowledges that ConvertWay and/or its licensors retain ownership of and all intellectual property rights to all applications, software, short codes, long codes, Premium Rated Service Numbers and other proprietary materials or intellectual property made available to the User by means of the CW Platformor in the course of the provision of the Services, including any portions or copies thereof. Upon termination of the Services for any reason, this License will terminate, and the User shall destroy and cease to use all software and applications in its possession. The software is provided, and applications are offered “as is” and subject to the Service warranty disclaimers and limitations of liability found elsewhere in these terms and conditions. It is the responsibility of the User to test the Services should they wish prior to entering into this agreement.
Content from the CW Platform may not be used or exploited by Users for any commercial and non-private purposes without the prior written consent of ConvertWay.
Apart from good faith search engine operators and use of the search facility provided on the CW Platform by Users, no person may use or attempt to use any technology or applications (including web crawlers, robots or web spiders) to search, collect or copy content from the CW Platform for any purpose whatsoever, without the prior written consent of ConvertWay.
The use of non-malicious search technology, such as ‘web-crawlers’ or ‘web-spiders’, to search and gain information from this CW Platform is not permitted if such technology will result in slowing down server or copyright infringement of any data and information available from this platform. Data and information may only be used as provided for in these Terms and Conditions. E-mail addresses, names, telephone numbers and fax numbers published on the CW Platform may not be incorporated into any database, used for electronic or direct marketing or other similar purposes. No permission is given, nor is it implied, that information on the CW Platform may be used to communicate unsolicited communications to ConvertWay notwithstanding that such information may be published as ConvertWay’s contact information.
The User agree that User's name, logo, feedback, recommendations and case studies may be used by Convertway in for any purposes including but not limited to its marketing materials or promotional materials, including its website, ATL and BTL advertisements ( offline and online) etc. , and such rights granted herein shall be worldwide, perpetual.

Notices:

Save as otherwise specifically provided in this term and condition, any notice, demand or other communication to be served under this may be served upon any Party hereto only by registered / speed post acknowledgement due or delivering the same by courier or sending the same by facsimile transmission to the Party to be served at its contact information mentioned under the User registration or at such other address or number as it may from time to time notify in writing to the other Party hereto.

Governing Law and Dispute Resolution

The Terms and Conditions shall be governed by, construed and interpreted in accordance with the laws of India and the courts at New Delhi shall have exclusive jurisdiction in respect of any disputes that may arise between the User +and ConvertWay.