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Terms of Service

1. User’s Acknowledgment and Acceptance of Terms of Service

This Terms of Service Agreement (this “Agreement”) is entered into by and between Ipfy Enterprise Pvt. Ltd. and you, the user. The terms “we”, “us”, or “our” shall refer to Ipfy Enterprise Pvt. Ltd. The terms “you”, “your”, “User” or “Customer” shall refer to any individual or entity who accepts this Agreement, accesses the Site, uses an Account, or uses the Services.

This Agreement sets forth the terms and conditions of your use of this website, ipfy.com (the “Site”), and the products and services offered by us, or accessed, purchased, or made available through the Site (the “Services”). In addition, when using the Services or materials on this Site, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in this Agreement. All such guidelines or rules are hereby incorporated by reference into this Agreement. Other service agreements and policies may apply to certain services and are in addition to this Agreement. In the event of a conflict between the provisions of any service agreement entered into by you and Ipfy and the provisions of this Agreement, the provisions of the applicable service agreement shall control.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AGREEMENT BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE OR THE SERVICES.

As used in this Agreement, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

Additional Policies. Certain matters referenced in this Agreement are governed by separate policies and agreements, including without limitation Ipfy’s Refund Policy, Privacy Policy, Data Processing Agreement(s) (DPA), and KYC / Data-Retention Policy. Each such policy or agreement is incorporated by reference into this Agreement and is available on the Site or upon request. In the event of any conflict between this Agreement and any such policy, the express terms of the applicable service agreement or policy shall control to the extent they specifically apply.

2. Modification of Site, Agreement, or Services

This Agreement is effective as of the first date you access the Site, use the Services, or enter into a service agreement. We expressly reserve the right to change or modify this Agreement and any policies which are incorporated herein, from time to time, in our sole and absolute discretion, by posting a revised version on the Site or notifying you by email. By accessing the Site, you agree to the latest version of this Agreement. You acknowledge and agree that it is your responsibility to review this Site and this Agreement and to familiarize yourself with any modifications. Your continued use of this Site after such modifications will constitute acknowledgement of the modified Agreement and your consent to abide by and be bound by the modified Agreement.

Reference to Separate Documents. Modifications to any separately maintained policy (including the Refund Policy, Privacy Policy, DPA, or KYC/Data-Retention Policy) may be made in accordance with the terms of those documents; any material changes to such policies will be posted to the Site or communicated to Customers as required by those policies. Customers may request copies of the Data Processing Agreement and the KYC/Data-Retention Policy from Ipfy’s Compliance team.

3. Description of Services

The Services we make available on this Site include, but are not limited to, domain name management, DNS, SSL certificates, email forwarding, and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer and Internet access (including payment of all fees associated with such access).

We reserve the sole right to either modify or discontinue the Site, including any of the Site’s features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this Site shall also be subject to this Agreement.

4. Your Account, Registration Data and Privacy

In order to access some of the Services on this Site, you will be required to create an account (“Account”) and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”) and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this Site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into this Agreement.

If we believe your Registration Data is inaccurate, out-of-date or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure. You must notify us immediately of any breach or unauthorized use of your Account. We will not be liable for any loss you incur due to any unauthorized use of your Account.

You are solely responsible for maintaining the confidentiality of your password and Account and for any and all statements made and acts or omissions that occur through the use of your password and Account. Therefore, you must take steps to ensure that others do not gain access to your password and Account. Our personnel will never ask you for your password. You may not transfer or share your Account with anyone, and we reserve the right to immediately terminate your Account if you do transfer or share your Account.

Data Processing Agreement (DPA). Where Ipfy processes personal data on behalf of a Customer, Ipfy will make available a Data Processing Agreement (DPA) setting out the respective data protection obligations of the parties and any sub-processors. Ipfy shall also maintain DPAs with third-party processors (including Digio) to ensure compliant handling of Customer data. Customers may request a copy of the standard DPA from Ipfy’s Compliance team or access it via the Site where published.

5. User Identity Verification Policy (KYC) and Data Processing

Ipfy is dedicated to maintaining the security and integrity of its services. To ensure that only legitimate users have access to their accounts, Ipfy may request identity verification in accordance with this Identity Verification Policy (“Verification Policy”) in response to detected security events, such as suspicious activity indicating potential fraud (e.g., unusual transaction patterns); attempted unauthorized access to a User account (e.g., multiple failed login attempts); or other security events flagged by our internal monitoring systems. To support this process, Ipfy partners with DIGIOTECH SOLUTIONS PRIVATE LIMITED (“Digio”) (https://www.digio.in/), a trusted third-party identity verification service.

Specific instances that may trigger identity verification include, but are not limited to:

  • Requests to disable Multi-Factor Authentication (MFA) or remove a Security Key without another MFA method in place.

  • Requests for Account ID or User email reminders or changes.

  • Requests for recovery access or to reset User information or Accounts.

  • Security-related changes concerning a User or Account.

  • Performing destructive changes to Accounts (e.g., deletion).

  • Certain support services performed by Ipfy.

  • Suspected or alleged fraud.

  • Suspected or alleged misappropriation of User information, Accounts, or Domains.

Users will be notified of the security event and prompted to verify their identity via a secure Digio link or widget. Instructions will guide Users through the process, with real-time feedback to address issues. The identity verification information that a User may be asked to provide includes, but is not limited to: Name, Email Address, Contact Information, Telephone Number, Username, Government-Issued ID, Date of Birth, and other information as may be required by Digio to ensure the User’s identity is legitimate. Users may also be required to provide biometric information, such as a live selfie or video. By providing this information, the User confirms that the information is accurate and authentic.

Data Processing, KYC, and Retention. Ipfy will process, store and retain any identity verification, KYC or other personal data collected under this Agreement solely for the purposes of performing identity verification, fraud prevention, KYC compliance and for security purposes. All such processing will be carried out in accordance with applicable law in India, including the Information Technology Act, 2000 and the rules thereunder, and any other applicable data protection or sectoral regulations.

Ipfy will implement reasonable administrative, technical and physical safeguards consistent with industry practice to protect KYC and personal data against unauthorized access, disclosure, alteration or destruction (including access controls, role-based permissions, and encryption in transit and at rest where reasonably practicable). Where Ipfy uses third-party processors (including Digio) to perform verification services, Ipfy will ensure that such processors are contractually bound to process data in accordance with applicable law and this Agreement; Digio’s privacy notice is available at https://www.digio.in/privacy-policy/.

KYC / Data-Retention Policy. Ipfy maintains a separate KYC / Data-Retention Policy which sets out categories of data, retention periods, and disposal procedures in accordance with applicable law and regulatory requirements. That policy is incorporated by reference into this Agreement and is available on the Site or upon request from Ipfy’s Compliance team.

KYC and verification records will be retained for as long as required by applicable law or regulatory obligation, and otherwise for such period as is reasonably necessary to support security, fraud prevention, audit, and dispute resolution requirements. When retention is no longer required, Ipfy will securely delete or irreversibly anonymize such data in accordance with its data retention procedures.

Disclosure to Authorities. Ipfy will not disclose KYC or other personal data to any third party except (a) to Digio and other authorized processors where necessary to perform verification services, (b) to third-party providers required to deliver the Services, and (c) to competent public authorities or regulators where disclosure is required by law, regulation or a legally binding request (including court order, warrant, subpoena, or statutory request). Where legally permissible and not prohibited by the requesting authority, Ipfy will seek to require a verified, written request and will endeavor to provide only the minimum information reasonably necessary to satisfy the request. Ipfy will notify the Customer of any compelled disclosure unless prohibited by law or the requesting authority.

Digio processes verification requests as a third-party provider and provides Ipfy only with the outcome of the verification process. If a User’s identity cannot be verified, account use and access may be restricted or denied pending further verification.

USER HEREBY AUTHORIZES IPFY TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH DIGIO, THAT IPFY CONSIDERS NECESSARY TO VERIFY USER’S IDENTITY OR TO PROTECT USER AND/OR IPFY AGAINST SECURITY RISKS, AND TO TAKE SUCH ACTION AS IPFY REASONABLY DEEMS NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES.

6. Rules of Conduct

Your use of the Site and Services, including the substance of your communications and content submitted through the Site, is subject to this Agreement, any applicable service agreement or policy, and all applicable international, national, state, or local laws and regulations. You agree that you will not use the Site or Services, including any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, in a manner that:

a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

f. impersonates any person or entity, including any of our employees or representatives;

g. violates the publicity or privacy rights of another user or any other person or entity;

h. violates any duty of confidentiality that you owe to another user or any other person or entity;

i. interferes with the operation of this Site or the Services; or

j. will install any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software, hardware, Services, or the Site.

We neither endorse nor assume any liability for the content of any material uploaded or submitted by third party users of the Site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this Site. However, we and our authorized representatives and agents have the right at their sole discretion to remove any content that, in our sole judgment, does not comply with this Agreement and any other rules of user conduct for our Site and Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content, including but not limited to any claims for loss of profits or business opportunities.

In addition, you may not use your Account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to you or other authorized users of the Site. You shall not interfere with anyone else’s use and enjoyment of the Site or Services. Users who violate systems or network security will have their account terminated and may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership, Account, or other affiliation with our Site or Services without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other Sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

If your Account shows signs of fraud, abuse or suspicious activity, we may cancel your access to the Site and any account or service associated with your name, email address or Account, and we reserve the right to take any necessary legal action against you for monetary losses to Ipfy including reasonable attorneys’ fees and litigation costs.

7. Third Party Sites and Information

This Site and the Services available through this Site may link you to other third-party websites or otherwise include references to information, documents, software, materials and/or services provided by other parties not owned or controlled by Ipfy. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

8. Intellectual Property Information

Copyright (c) Ipfy Enterprise Pvt. Ltd. All Rights Reserved.

For purposes of this Agreement, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our Site. This includes message boards, chat, and other original content.

By accepting this Agreement, you acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Ipfy Enterprise Pvt. Ltd. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site or the Services, will not infringe the rights of third parties. See “Unauthorized Use of Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site or accessed through the Services infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

All custom graphics, icons, logos and service names are trademarks or service marks of Ipfy or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in this Agreement grants you any right to use any trademark, service mark, logo, and/or the name of Ipfy, its Affiliates, or any other entity’s trademark or service mark.

9. Unauthorized Use of Materials (IP complaints)

Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by electronic mail, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain rights in such communications or material, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance. If you submit such information to us, you acknowledge and agree that such submissions are entirely voluntary, do not establish a confidential relationship or obligate us to treat your submissions as confidential or secret.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Compliance Officer (contact details below) immediately. To be effective, the notification should include:

  1. Identification in sufficient detail of the copyrighted work that you believe has been infringed or other information sufficient to specify the copyrighted work being claimed.

  2. Identification of the material you claim is infringing and sufficient information to locate the material on the Site.

  3. Information reasonably sufficient to permit us to contact you (an email address is preferred).

  4. Information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (an email address is preferred).

  5. A statement that you have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.

  6. A statement that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

  7. Your signature, if sending a physical written communication, or a typed name if submitting electronically.

  8. Send the communication to the following address:

Designated Contact for Copyright/Intellectual Property Complaints:

Compliance Officer
Ipfy Enterprise Pvt. Ltd. (Registered Office)
Sreevatsa, 4th Main, Shivmookambika Nagar, Tumkur – 572102, Karnataka, India
Email: [email protected]
Phone: +91 9448 348 348

IP Complaints and Counter-Notices. Upon receipt of a sufficiently detailed notice, Ipfy will acknowledge receipt to the complainant within 48 hours, and will take such actions as it reasonably deems necessary, which may include removing or disabling access to the allegedly infringing material. Where material is removed, Ipfy will notify the user who posted the material and provide an opportunity to submit a counter-notice within fourteen (14) days. If the user supplies a timely counter-notice that appears to be valid on its face, Ipfy will review and, unless required by law or a court order to keep the material off-line, restore the material within seven (7) days of completing its review. Ipfy will preserve relevant records and metadata related to the complaint and any action taken for at least ninety (90) days.

The procedures above will be carried out in accordance with the Copyright Act, 1957 and applicable Indian law.

10. Disclaimer of Representations and Warranties

ALL MATERIALS AND SERVICES FOUND ON OR MADE AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Site or Services, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through this Site often represents the opinions and judgments of an information provider, Site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Ipfy spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into this Agreement.

You understand and agree that temporary interruptions of the services available through this Site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Site and Services, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE INDIAN LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

11. Limitation of Liability

Except for liability arising from (a) Ipfy’s fraud, willful misconduct or gross negligence; (b) breach of confidentiality or data protection obligations; or (c) Ipfy’s indemnity obligations with respect to third-party intellectual property infringement, the aggregate liability of Ipfy for any and all claims arising out of or relating to this Agreement shall not exceed the greater of: (i) the total fees actually paid by the Customer to Ipfy under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim (or, if the Customer has been a Customer for less than twelve (12) months at the time of the event, the fees actually paid to date); and (ii) INR [●] (or USD [●]) as a minimum floor where agreed in writing.

IN NO EVENT SHALL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, THE SERVICES AVAILABLE THROUGH THE SITE, OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

Data-Breach Cap. Notwithstanding the foregoing, liability directly resulting from a breach of Ipfy’s data protection obligations shall be subject to a separate aggregate cap equal to two (2) times the amount described in the preceding paragraph, unless otherwise agreed in writing between the parties.

Calculation for New Customers. For the avoidance of doubt, where the Customer has been a Customer for less than twelve (12) months at the time of the event giving rise to a claim, the phrase “total fees actually paid by the Customer to Ipfy under this Agreement in the twelve (12) months immediately preceding the event” shall mean the fees actually paid to date.

TO THE EXTENT PERMITTED BY APPLICABLE INDIAN LAW, THE ABOVE LIMITATIONS APPLY.

12. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including reasonable attorney’s fees, that arise from (i) your use or misuse of this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement, the policies or agreements which are incorporated herein, or any applicable service agreement related to the Services or otherwise; or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. The indemnification obligations set forth herein shall survive any termination or expiration of this Agreement or your use of this Site or the Services.

Mutual Indemnity.

(a) Ipfy Indemnity. Ipfy will defend the Customer against any third party claim that the Services, as provided by Ipfy and used in accordance with this Agreement, infringe a third party’s registered intellectual property rights in India, and will indemnify the Customer for amounts finally awarded against the Customer (or amounts paid in settlement with Ipfy’s written consent) attributable to such claim. Ipfy will have no liability under this clause for any claim arising from (i) Customer’s modification of the Services, (ii) Customer’s use of the Services in combination with third-party products not provided by Ipfy, or (iii) Customer’s use of the Services in violation of this Agreement.
(b) Customer Indemnity. The Customer will indemnify, defend and hold Ipfy harmless from and against any third-party claim, liability or loss arising from (i) Customer’s use of the Services in breach of this Agreement; (ii) Customer-provided content or data that infringes a third party’s rights; (iii) Customer’s negligence, willful misconduct, or violation of applicable law; or (iv) any acts or omissions of persons that Customer authorizes to use the Services.

13. Participation in Promotions

From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

14. E-mail, Messaging, Blogging, and Chat Services

We may make email, messaging, blogging, or chat services (collectively, “Communications”) available to users of our Site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.

We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under applicable law, or as otherwise required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.

15. International Use

Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside India and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative, and at their own risk, and are responsible for compliance with local laws of the location, if applicable. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

16. Termination of Use

You agree that we may, in our sole and absolute discretion, terminate or suspend your access to all or part of the Site or the Services with or without notice and for any reason, including, without limitation, breach of this Agreement. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or this Site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

Suspension; Security for New or High-Risk Accounts. If (a) the Customer has been a Customer for less than twelve (12) months, or (b) Ipfy reasonably suspects fraud, misuse of the Services, or that the Customer is using disputes or threatened disputes to coerce settlements, Ipfy may, in its sole discretion, (i) suspend provision of Services until the matter is resolved, and/or (ii) require the Customer to provide reasonable security (including prepayment, a security deposit, or an irrevocable bank guarantee) to secure payment of fees and any potential liabilities. Any suspension under this clause will be without prejudice to Ipfy’s other rights and remedies under this Agreement.

17. Payment; User Cancellation or Changes to Services

a. Payment.

You agree to pay all amounts due for Services in accordance with the plan selected by you at the time you order them. All amounts are non-refundable unless otherwise noted in this Agreement or an applicable service agreement. Payment shall be made via credit or debit card on file, or via digital wallet.

No Set-Off; Payment Continuity. The Customer shall continue to pay all undisputed amounts when due. The Customer shall not withhold or set off any amounts invoiced by Ipfy on account of any dispute, claim, or alleged breach of this Agreement, except to the extent required by a final judicial or arbitral determination. If the Customer reasonably withholds amounts as permitted above, the Customer shall provide written notice and documentation to Ipfy supporting the withholding.

b. Digital Wallet

You may have access to a digital wallet. If such wallet feature is made available to you, payments shall be made first via your digital wallet. Any outstanding balance shall be charged to the credit card on file. You may add funds to your digital wallet by using the credit card on file, client-initiated ACH credit, or wire transfer. Digital wallets are non-refundable, non-transferable, and cannot be redeemed for cash.

c. Cancellation and Modification of Services.

You may cancel your use of the Services at any time and such cancellation shall take effect immediately. Cancelling your use of the Services does not entitle you to any refund unless expressly provided elsewhere in this Agreement or in an applicable service agreement. You may upgrade your Services at any time. Such upgrade shall take place immediately. You will be billed the pro-rated difference between your then current plan and the upgraded Services for the balance of the billing cycle.

You may request a downgrade of your Services at any time. Such downgrade and any adjustment to the applicable fee shall take effect at the end of the billing cycle (e.g., monthly or yearly). The provisions of this section do not apply to domain registrations, transfers, or renewals, which are controlled and covered by ICANN and/or the applicable Registration Agreement.

Moving any or all domain(s) associated with a User account to a service provider other than Ipfy does not automatically cancel your User account or subscription to the Services. You must cancel separately per the terms of this Agreement, or the applicable service agreement, if any.

d. Auto-Renewal

Auto-renewal of Services will occur only where the Customer has expressly opted in to auto-renewal. Prior to any auto-renewal, Ipfy will send a renewal reminder to the Customer’s primary billing email at least thirty (30) days before the renewal date stating the renewal terms and the applicable fees. The Customer may cancel auto-renewal at any time before the renewal date in accordance with the cancellation procedures in this Agreement.

e. Taxes

Amounts due for the Services, per 17.a above, are exclusive of any taxes. You shall promptly pay all sales, use, value-added, consumption, and other applicable taxes and duties arising from or related to the Services. If any withholding tax is required on any payment, you shall pay such additional amounts as are required so that the net amount received by Ipfy is equal to the amount then due and payable. Upon reasonable request of Ipfy, you shall provide to Ipfy all reasonable information and documentation pertaining to the taxes and payment of taxes which are, were, or may be due in connection with your use of the Services.

f. Price Adjustments

Ipfy may from time to time adjust prices with thirty (30) days prior notice. Your continued use of the services following such thirty-day notice constitutes your acceptance of the price change.

Refunds and Refund Policy. Ipfy maintains a separate Refund Policy which governs eligibility, processes, and remedies for refunds. That Refund Policy is incorporated into this Agreement by reference and is available on the Site or upon request. Unless otherwise set out in an applicable service agreement or the Refund Policy, fees for Services are non-refundable. Notwithstanding the foregoing, if a renewal occurs in error and the Customer notifies Ipfy within seven (7) days of the renewal charge, Ipfy may, in its discretion, provide a refund or pro rata credit. Refunds, if any, will be processed in the same currency and by the same payment method used for the original transaction where practicable.

18. Governing Law, Arbitration, Interim Relief and Limitation Period

This Site (excluding any linked Sites) and the Services are controlled by us from our offices within Karnataka, in India. It can be accessed from all states, as well as from other countries around the world. As each of these places has laws that may differ from those of Karnataka, by accessing this Site and the Services offered through the Site, both of us agree that the laws of the State of Karnataka and the laws of India, without regard to conflict of laws principles, will apply to all matters relating to the use of this Site, the Services, and the purchase of any products and services available through this Site. This Agreement shall be governed by and construed in accordance with the laws of India. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of competent jurisdiction within the State of Karnataka with respect to such matters.

Further, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this arbitration agreement, shall be referred to and finally resolved by arbitration in Bengaluru, Karnataka, India. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time). The arbitral tribunal shall consist of a sole arbitrator, appointed in accordance with the said Act. The language of arbitration shall be English. The award rendered by the arbitrator shall be final and binding on the parties, and judgment on the award may be enforced in any court of competent jurisdiction.

Interim Relief and Security for Costs. The courts at Bengaluru, Karnataka shall have exclusive jurisdiction to grant interim or provisional relief in aid of arbitration and to enforce any arbitral award. Nothing in this Agreement prevents Ipfy from seeking interim or injunctive relief (including orders to preserve evidence or to obtain security for costs) in the courts of competent jurisdiction in aid of arbitration. In arbitration, Ipfy may apply to the arbitral tribunal for security for costs where there is a reasonable basis to believe that the claimant may be unable to satisfy an adverse costs award or is pursuing a claim primarily to coerce a settlement.

Limitation Period. Except where a shorter period is mandated by applicable law, any claim arising out of or related to this Agreement must be brought within two (2) years from the date the cause of action accrues. Notwithstanding the foregoing, claims for unpaid fees may be brought within three (3) years from the date such amounts become due. The foregoing limitations do not apply to claims for injunctive or equitable relief, or to claims falling within the uncapped liabilities set out in this Agreement (including fraud, willful misconduct, or breaches of confidentiality or data protection obligations).

Good Faith Dispute Conduct; Fee-Shifting for Bad-Faith Claims. Each party shall pursue disputes in good faith. If an arbitral tribunal or court finds that a party has initiated, maintained, or used a claim primarily to extort, coerce, or obtain an improper commercial advantage (including using proceedings to pressure the other party to settle despite lack of merit), the party that brought such claim shall be liable for the prevailing party’s reasonable attorneys’ fees, costs, and damages caused by such conduct. The determination of bad faith or coercive conduct may be made by the arbitral tribunal or court and included in any final award.

19. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at [email protected], if by email, or to Ipfy Enterprise Pvt. Ltd. (Registered Office), Sreevatsa, 4th Main, Shivmookambika Nagar, Tumkur – 572102, Karnataka, India if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may, but need not, broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

20. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersede all prior agreements and understandings of the parties with respect to that subject matter. This Agreement may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

21. Miscellaneous

In any action to enforce this Agreement, the prevailing party will be entitled to costs and to reasonable attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted within the time period set forth in Section 18 or be deemed forever waived and barred.

You may not assign your rights and obligations under this Agreement to any party, and any purported attempt to do so will be null and void. We may freely assign our rights and obligations under this Agreement.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site except as defined in a separate reseller agreement.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, epidemics, pandemics, governmental lockdowns, shortages of supplies, power outages, cyber-attacks, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision.

Prevailing Party Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees, including any costs incurred in demonstrating that a claim was brought or maintained in bad faith.

Business-to-Business Relationship. This Agreement is intended for commercial customers (B2B). To the extent that mandatory consumer-protection laws apply and cannot be excluded by agreement, those provisions will govern. Nothing in this Agreement is intended to limit non-waivable statutory rights.

22. Contact Information

Except as explicitly noted on this Site, the services available through this Site are offered by Ipfy Enterprise Pvt. Ltd. (Registered Office), located at Sreevatsa, 4th Main, Shivmookambika Nagar, Tumkur – 572102, Karnataka, India. If you notice that any user is violating this Agreement, please contact us at [email protected].