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User Agreement Drafting

This document outlines the terms and conditions for using a company's website. It states that by accessing the website, users agree to all terms without exception. The company reserves the right to change terms without notice. Users cannot reverse engineer, modify, or commercially use website content without permission. The company disclaims all warranties and liability for errors or damages from using the site. Users must not use the site for illegal purposes and agree to indemnify the company for any claims arising from their use of the site.

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Chandana Surthi
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0% found this document useful (0 votes)
71 views15 pages

User Agreement Drafting

This document outlines the terms and conditions for using a company's website. It states that by accessing the website, users agree to all terms without exception. The company reserves the right to change terms without notice. Users cannot reverse engineer, modify, or commercially use website content without permission. The company disclaims all warranties and liability for errors or damages from using the site. Users must not use the site for illegal purposes and agree to indemnify the company for any claims arising from their use of the site.

Uploaded by

Chandana Surthi
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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This Website User Agreement and the Privacy Policy lays out the terms and conditions and

rules, as
maybe amended and supplemented, from time to time (hereinafter referred to as the “Agreement”)
which shall be applicable to the access and use of the website referred to as “company website
name” of the “Company name”

1. ACCEPTANCE OF TERMS AND MODIFICATION THEREOF    

1.1 Access of the Website by the User constitutes an acknowledgment and acceptance in full, of all
the terms, conditions, and notices as stated in this Agreement and without any modification and/or
exception by the User of this Agreement. If the User(“The person who is buying the property) does
not agree with any part of such terms, conditions, and notices as stated in this Agreement in any
manner, the User must not access the Website.  

1.2 “Company name” reserves the right to change the terms, conditions, and notices pursuant to
which the Website is accessed by the User, without any notice or intimation of such change.  

LIMITED USER

2.1 The User agrees that given the nature of the Internet, even though the Website is targeted to
Indian Residents only, it may be accessed in other parts of the world. The material/information on
this Website is not intended for use by persons located in, or residents in countries that restrict the
distribution of such material/information or by any person in any jurisdiction where distribution or
use of such material/information or usage or access of Website will be contrary to law or any
regulation.

It shall be the responsibility of every User to be aware of and fully observe the applicable laws and
regulations of the jurisdiction to which the User is subject of.  If the User is not an Indian resident
and yet uses this Website, he acknowledges, understands, and agrees that he is doing so on his own
initiative and at his own risk, and “Company name” shall not be liable for violation/breach of any of
the laws applicable to usage of the Website. The Website is not to be and should not be construed
as purporting to offer or inviting to offer any information to residents of countries where “Company
name” is not licensed or authorized to perform activities related to its objective.  

2.2 The User further agrees and undertakes not to reverse engineer, modify, copy, distribute,
transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell
any information, software, products, services or intellectual property obtained from the Website in
any manner whatsoever.   Reproduction, copying of the content for commercial or non‐commercial
purposes and unwarranted modification of data and information within the content of the Website
is strictly not permitted without prior written consent from the “Company name” and/or third party
owners. However, some of the content of our services or other files may be made available for
download from the website which is permitted to be copied and/or used only for the personal
purposes of the User.   

The User and/or any third party is prohibited from running or displaying this Website and /or
information displayed on this Website on any other Website or frames, without prior written
consent from the “Company name”.

DISCLAIMER OF WARRANTIES  

3.1 Company website name which is of “Company name” has endeavored to ensure that all the
information provided by it on this Website is correct, but “Company name” neither warrants nor
makes any representations regarding the quality, accuracy or completeness of any data or
information displayed on this Website and “Company name” shall not be, in any manner liable for
inaccuracy/error if any. “Company name” makes no warranty, express or implied, concerning the
Website and/or its contents and disclaims all warranties of fitness for a particular purpose and
warranties of merchantability in respect of information displayed and communicated through or on
the Website, including any liability, responsibility or any other claim, whatsoever, in respect of any
loss, whether direct or consequential, to any User or any other person, arising out of or from the use
of any such information as is displayed or communicated through or on the Website or the provision
of the Services.

3.2   “Company name” shall not be held responsible for the non‐availability of the Website at any
point in time for any reason whatsoever. The User understands and agrees that any material and/or
data downloaded or otherwise obtained from “Company name” through the Website is done
entirely at his discretion and risk and he will be solely responsible for any damage to his computer
systems or any other loss that results from such material and/or data

      LINKS TO THIRD PARTY SITES

   4.1 The Website may contain links to other websites or may contain features of any nature of
other websites on the Website ("Linked Sites"). The Linked Sites are not under the control of
“Company name” or the Website and HTPF is not responsible for the contents of any Linked Site,
including without limitation any link or advertisement contained in a Linked Site, or any changes or
updates to a Linked Site. HTPF is not responsible for any form of transmission, whatsoever, received
by the User from any Linked Site.  The inclusion of any link does not imply endorsement of any
nature by HTPF or the Website of the Linked Sites or any association with its operators or owners.  

4.2   HTPF is not responsible for any errors, inclusions, omissions or representations on any Linked
Site, or on any link contained in a Linked Site.    The User is requested to verify the accuracy of all
information on his own before undertaking any reliance on such information of such products/
services that they believe may benefit the User.  

5. USER'S OBLIGATIONS  

5.1 As a condition of access and use of the Website, the User warrants that he will not use the
Website for any purpose that is unlawful or illegal under any law for the time being in force within or
outside India or prohibited by this Agreement. In addition, the Website shall not be used in any
manner, which could damage, disable, overburden or impair it or interfere with any other party's
use and/or enjoyment of the Website or infringe any intellectual property rights of HTPF or any third
party.

6.   CONTACT US FEATURE

6.1 The Users will be provided with Contact Us features on the Website. The Users will be able to
provide their contact details to enable “Company name” to contact them.

6.2 The Users may further be provided with features to contact “Company name”, raise queries,
comments or interact with “Company name”,. However “Company name”, shall be at
its sole discretion and be within its rights to answer, reply or opt not to reply to any such queries or
comments

. 6.3 by using the said features, user permits htpf to contact them on their registered details, for any
clarification or to offer any other service from time to time. 
7. BREACH

7.1 Without prejudice to the other remedies available to “Company name” under this Agreement or
under applicable law, “Company name” may limit the User's activity, warn other Users of the User's
actions, immediately temporarily / indefinitely suspend or terminate the User’s use of the Website,
and/or refuse to provide the User with access to the Website if the User is in breach of this
Agreement.       

8. OWNERSHIP AND PROPRIETARY RIGHTS

8.1 The content of the Website and all copyrights, patents, trademarks, service marks, trade names
and all other intellectual property rights therein are owned by “Company name” or validly  licensed
to “Company name” and are protected by applicable Indian and international copyright and other
intellectual property law. The User acknowledges, understands and agrees that he shall not have,
nor be entitled to claim, any rights in and to the Website content and/or any portion thereof.

8.2 Some of the content on the Website have been permitted by the third party/ies to be used by
HTPF in such form and manner as may be desired by HTPF and HTPF will makes its best endeavors to
give credit to such third party/ies during publication of such content on its Website. If at any point in
time any dispute is raised with respect to publication of such content, by any third party, HTPF shall
be in its rights to remove such content or procure requisite consents from third party/ies.    8.3 Any
copyrighted or other proprietary content distributed on or through the Website with the consent of
the owner must contain the appropriate copyright or other proprietary rights notice. The
unauthorized submission or distribution of copyrighted or other proprietary content is illegal and
could subject the User to personal liability or criminal prosecution.

9. LIMITATION OF LIABILITY  

9.1 THE USER UNDERSTANDS AND EXPRESSLY AGREES THAT TO THE EXTENT PERMITTED UNDER
APPLICABLE LAWS, IN NO EVENT WILL THE HTPF OR ANY OF ITS AFFILIATES OR PARENT COMPANY
OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR
LICENSORS BE LIABLE TO THE USER OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER
IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF
SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF
SUCH DAMAGES), RESULTING FROM THE USER’S USE  OF OR INABILITY TO USE THE WEBSITE OR ANY
PARTS THEREOF.

10. INDEMNIFICATION

10.1 The User agrees to indemnify, defend and hold harmless “Company name”, its affiliates, group
companies and their directors, officers, employees, agents, third party service providers, and any
other third   party providing any service to “Company name” in relation to the Website whether
directly or indirectly, from and against any and all losses, liabilities, claims, damages, costs, and
expenses (including legal fees and disbursements in connection therewith and interest chargeable
thereon) asserted against or incurred by “Company name” that arise out of, result from, or may be
payable by virtue of, any breach or non‐performance of any terms of this Agreement including any
representation, warranty, covenant or agreement made or obligation to be performed by the User
pursuant to this Agreement.

11. SEVERABILITY
11.1 If any provision of this Agreement is determined to be invalid or unenforceable in whole or in
part, such invalidity or unenforceability shall attach only to such provision or part of such provision
and the remaining part of such provision and all other provisions of this Agreement shall continue to
be in full force and effect.   

  12. FORCE MAJEURE

12.1 “Company name” shall not be liable for any failure to perform any of its obligations under this
Agreement or provide the Services or any part thereof if the performance is prevented, hindered or
delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as
the Force Majeure Event continues.  

14. GOVERNING LAW 

  14.1 This Agreement shall be governed by and constructed in accordance with the laws of India
without reference to conflict of laws principles. In the event any dispute in relation hereto is brought
by the User, it shall be subject to the exclusive jurisdiction of the courts of ___________(Place). 

4. DUTIES AND POWERS

4.1 The Employee shall devote his / her efforts and his / her full business time and attention to the
performance of such duties and responsibilities as may be assigned to him/her from time to time by
the Director of the Company and in this regard follow all instructions issued or given by the Director
of the Company or by a Manager immediately Senior to the Employee or by the Board of Directors of
the Company.

4.2 The Employee shall maintain proper dignity of the company’s office and deal the matter with
sobriety.

4.3 In performing his /her duties as_____________of the Company the Employee shall adhere to all
applicable laws and regulations as well as follow the Company’s policies and instructions. 4.4 The
Employee shall devote his/her best efforts and all of his/her business time to the performance of
his/her duties under this Employment Agreement and shall perform them faithfully, diligently and
competently, in a manner consistent with the policies of the Company as determined from time to
time by the Director of the Company and shall directly report to the immediate Head or Senior in
hierarchy. The Employee whilst working with the Company shall not, except with the prior written
consent of the Board of Directors engage in activities outside the scope of his/her employment and
shall fulfill his/her responsibilities or duties under this Employment Agreement.

4.5 That during the Employment period, the employee without consent of the company in writing
shall not sign on any documents or commit on behalf of the company without mutual consent. If the
employee violates the same, then consequently in case if any liability arises then the company shall
not be responsible for it in any circumstances.

4.6 As ______________of the Company the Employee shall be responsible for the day-to-day
management to immediate Head or Senior in hierarchy.

4.7 That the employee services will be governed by the rules and regulations of the company as in
force from time to time and also as per certified model. The Employer can modify the Agreement or
Rules and Regulations from time to time and the modification will be applicable from the same day.

4.8 It is hereby agreed by and between the Company and the Employee hereto that in case any
claim, dispute or difference arises between the Parties with regard to the terms and conditions of
this Employment Agreement or relating to the interpretation hereof whether during the subsistence
of this Employment Agreement or thereafter, the same shall be referred to the sole arbitration of a
single arbitrator, Mr. __________, in accordance with the provisions of the Arbitration and
Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in
force. The arbitration shall be held in Jaipur and the proceedings shall be conducted in the Hindi
language. The Parties hereby agree that the arbitral award shall be final, binding and conclusive on
the Parties to this Employment Agreement.

CONFIDENTIALITY

6.1 The Employee shall not, directly or indirectly, either during the term of the Employee’s
employment under this Employment Agreement or thereafter, disclose to anyone (except in the
regular course of the Company’s business or as required by law), or use in any manner, any
information acquired by the Employee during his/her employment by the Company with respect to
any trade secrets, clients, customers or other confidential information of the Company, its
subsidiaries and associate companies world wide, their operations or affairs unless such information
has become public knowledge other than by reason of actions (direct or indirect) of the Employee.

6.2 As long as the Employee is employed, and also thereafter, he/she shall maintain confidential the
corporate secrets and all other information of a confidential nature pertaining to the Company and
its operations. The Employee may use such information only during his/her employment by the
Company and in the interest of the Company. The Employee shall at all times carefully and diligently
safeguard and promote the Company’s interests.

6.3 During the course of employment, any such creation, innovation or any such intellectual
property in the form of software, hardware etc shall be exclusive property of the company as well
the source code of the company shall remain exclusive property of the company. That the employee
shall not use the source code of the company directly or indirectly. If the company finds that the
employee is contravening this term directly or indirectly then the company shall be entitled to claim
damages under section 73, 74 of the contract act and also entitled to initiate legal proceeding
against the employee. 6.4 That during and after the employment period, the employee will not
divulge or appropriate to his/her own use or to the use of others, in competition with the company,
any secret or confidential information or knowledge pertaining to the business of the company, or of
any of its subsidiaries, obtained by the Employee while employed by the company or any of its
subsidiaries.

6.5 That the Employee will maintain proper dignity as well as decorum of company’s office. The
Employee will maintain and keep in his/her safe custody such identity card, documents, files, books,
mobile, laptop, papers etc issued to the Employee and shall return the same whenever required.

6.6 The agreement shall revive and apply again from time to time post completion of Two-Year
period.

6.7 When the Employee’s employment with the Company is terminated, he/she shall return to the
Company all business documentation, software, notes etc. and copies thereof pertaining to the
Company and its operations that have been entrusted to him/her or to which he/she has access.
All information shared by Disclosing Party. "Confidential Information" shall mean (i) all information
relating to ________________________’s [Disclosing party] products, business and operations
including, but not limited to, financial documents and plans, customers, suppliers, manufacturing
partners, marketing strategies, vendors, products, product development plans, technical product data,
product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions,
sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual
agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets,
distribution methods, inventories, marketing strategies, source code, software, algorithms, data,
drawings or schematics, blueprints, computer programs and systems and know-how or other
intellectual property of ________________________ [Disclosing party] and their affiliates that may be
at any time furnished, communicated or delivered by ________________________ [Disclosing party]
to ________________________ [Receiving party], whether in oral, tangible, electronic or other form;
(ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and
proposals related to any agreement; (iii) information acquired during any tours of
________________________’s [Disclosing party] facilities; and (iv) all other non-public information
provided by ________________________ [Disclosing party] whosoever. All Confidential Information
shall remain the property of ________________________ [Disclosing party].

☐ Only information marked ‘Confidential.’ "Confidential Information," exchanged by the parties


and entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or
marking on each document exchanged designating the information as confidential or proprietary.

☐ Specific information. The term “Confidential Information” as used in this Agreement shall mean
any data or information that is competitively sensitive material and not generally known to the public,
including, but not limited to, information relating to any of the following, which
________________________ [Disclosing party] considers confidential: (Check all that apply)

☐ 'Accounting Information' which includes all books, tax returns, financial information, financial
forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information,
supplier costs and discounts, or related financial or purchasing information.

☐ 'Business Operations' which includes all processes, proprietary information or data, ideas or
the like, either in existence or contemplated related to ________________________’s [Disclosing
party] daily and long-term plans for conducting ________________________’s [Disclosing party]
business.

☐ 'Computer Technology' which includes all computer hardware, software or other tangible and
intangible equipment or code either in existence or development.

☐ 'Customer Information' which includes the names of entities or individuals, including their
affiliates and representatives, that ________________________ [Disclosing party] provides and
sells its services or goods to, as well as any associated information, including but not limited to,
leads, contact lists, sales plans and notes, shared and learned sales information such as pricing
sheets, projections or plans, agreements, or such other data.

☐ 'Intellectual Property' which includes patents, trademarks, service marks, logos, trade names,
internet or website domain names, rights in designs and schematics, copyrights (including rights in
computer software), moral rights, database rights, in each case whether registered or unregistered
and including applications for registration, in all rights or forms anywhere in the world.

☐ 'Marketing and Sales Information' which includes all customer leads, sales targets, sales
markets, advertising materials, sales territories, sales goals and projections, sales and marketing
processes or practices, training manuals or other documentation and materials related to the
sales, marketing and promotional activities ________________________ [Disclosing party]
and their products or services.

☐ 'Procedures and Specifications' which includes all procedures and other specifications, criteria,
standards, methods, instructions, plans or other directions prescribed by
________________________ [Disclosing party] for the manufacture, preparation, packaging and
labelling, and sale of their products or services.

☐ 'Product Information' which includes ________________________’s [Disclosing party]


products which are being contemplated for sale, manufactured, marketed, listed, or sold, including
any fixes, revisions, upgrades, or versions, of which consists of all data, software and
documentation related thereto.

☐ 'Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in
and with respect to patents, copyrights, trade names, domain names, logos, trademarks, service
marks, confidential information, know-how, trade secrets, moral rights, contract or licensing rights,
whether protected under contract or otherwise under law, and other similar rights or interests in
intellectual property.

☐ 'Service Information' which means the services provided by ______________________


[Disclosing party], including the method, details, means, skills and training, which consists of all
data, software and documentation related thereto.

☐  'Software Information' which means the proprietary computer programs of


________________________ [Disclosing party], including all fixes, upgrades, new versions, new
enhancements, modifications, edits, conversions, replacements, or the like, in machine readable
form or documentation and materials, and all copies and translations of such computer programs,
documentation and materials, regardless of the form or media of expression or storage.

Exclusions from Confidential Information

The obligation of confidentiality with respect to Confidential Information will not apply to any
information if the information is disclosed by_____________________ [Receiving party] with the prior
written permission and approval by _____________________ [Disclosing party] OR:
a. If the information is or was received by _____________________ [Receiving party] from a third
party source which, to the best knowledge of _____________________ [Receiving party] or their
Representatives, is or was not under a confidentiality obligation to _____________________
[Disclosing party] with regard to such information;

b. If the information is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by _____________________ [Receiving party] or any of their
Representatives;

c. If the information is independently developed by _____________________ [Receiving party]


prior to disclosure by _____________________ [Disclosing party] and without the use and benefit
of any of the Confidential Information; or

d. If _____________________ [Receiving party] or any of their Representatives is legally


compelled by applicable law, by any court, governmental agency or regulatory authority or by
subpoena or discovery request in pending litigation but only if, to the extent lawful,
_____________________ [Receiving party] or their Representatives give prompt written notice of
that fact to _____________________ [Disclosing party] prior to disclosure so that
_____________________ [Disclosing party] may request a protective order or other remedy to
prevent or limit such disclosure and in the absence of such protective order or other remedy,
_____________________ [Receiving party] or their Representatives may disclose only such
portion of the Confidential Information which it is legally obligated to disclose.

3.  Obligation to Maintain Confidentiality

With respect to Confidential Information:

a. _____________________ [Receiving party] and their Representatives agree to retain the


Confidential Information in strict confidence, to protect the security, integrity and confidentiality of
such information and to not permit unauthorized access to or unauthorized use, disclosure,
publication or dissemination of Confidential Information except in conformity with this Agreement; 

b. _____________________ [Receiving party] and their Representatives of


_____________________ [Receiving party] shall adopt and/or maintain security processes and
procedures to safeguard the confidentiality of all Confidential Information provided by
_____________________ [Disclosing party] using a reasonable degree of care, but not less than
that degree of care used in safeguarding their own similar information or material;

c. If there is an unauthorized disclosure or loss of any of the Confidential Information by


_____________________ [Receiving party] or any of their Representatives,
_____________________ [Receiving party] will promptly, at their own expense, notify
_____________________ [Disclosing party] in writing and take all actions as may be necessary or
reasonably requested by _____________________ [Disclosing party] to minimize any damage to
_____________________ [Disclosing party] or a third party as a result of the disclosure or loss;
and

d. Upon the termination of this Agreement, _____________________ [Receiving party] will ensure
that all documents, memoranda, notes and other writings or electronic records prepared by it that
include or reflect any Confidential Information are returned or destroyed as directed by
_____________________ [Disclosing party].

8.  Disclaimer

There is no representation or warranty, express or implied, made by _____________________


[Disclosing party] as to the accuracy or completeness of any of their Confidential Information. Except
for the matters set forth in this Agreement, neither party will be under any obligation with regard to the
Transaction. Either party may, in its sole discretion:

(a) reject any proposals made by the other party or its Representatives with respect to the
Transaction;

(b) terminate discussions and negotiations with the other party or its Representatives at any time and
for any reason or for no reason; and

(c) change the procedures relating to the consideration of the Transaction at any time without prior
notice to the other party.

9.  Remedies

Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with
this Agreement will give rise to irreparable injury for which:

(a) money damages may not be a sufficient remedy for any breach of this Agreement by such party;
(b) the other party may be entitled to specific performance and injunction and other equitable relief
with respect to any such breach;

(c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all
other remedies available at law or in equity; and

(d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in
a final non-appealable order that one party, or any of its Representatives, has breached this
Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other
party in connection with such litigation, including, but not limited to, any appeals.

Notices

All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall
be sent via one of the following methods: delivery in person, overnight courier service, certified or
registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the
below address or by facsimile at the below facsimile number or in the case of either party, to such
other party, address or facsimile number as such party may designate upon reasonable notice to the
other party.
TERM OF CONTRACT, TERMINATION OF EMPLOYMENT AND SEVERANCE PAY

8.1 This Employment Agreement shall continue until terminated by either Party as provided herein
and supersedes any and all prior oral or written agreements pertaining to the duration,
compensation and conditions of employment of the Employee.

8.2 The Employee may lawfully terminate this Employment Agreement by giving to the Employer not
less than notice in writing and the employee shall not be entitled to get the salary of the notice
period and on break of bond of two years the employee is liable to pay penalty equal to Rs. 2 lakhs.
Employer can terminate the employee any time with immediate effect without giving any Notice
Period.

8.3 In case if the employee leaves the company or terminates his/her employment before
completion of two years, then he/she is liable to pay penalty equal to Rs. 2 lakhs. Since the
Employer’s company is a software developing company as well as a reputed Training Academy that
enjoys tremendous goodwill in the market. Since, a lot of time, energy and effort is devoted and
invested in grooming young aspiring Employees which is essential in bringing out the best of talent in
them and nurturing them to make them able, competent and successful professionals.

8.4 No severance pay, as mentioned above, will be made to the Employee in case the Company has
terminated the Employee’s employment due to his/her breach of Agreement or if he/she do not
meet the performance criteria prescribed by the Company.

8.5 All memoranda, notes, records, or other documents made or composed by the Employee, or
made available to him/her during the term of this Employment Agreement concerning or in any way
relating to the business or affairs of the Company, its subsidiaries, divisions, affiliates, or clients shall
be the Company’s property and shall be delivered to the Company on the termination of this
Employment Agreement or at any other time at the request of the Company.

8.6 That if the employee commits any offence punishable under the Indian Law even outside the
company or with the customer outside the course of employment, the company shall not be
responsible for it in any circumstances.

8.7 That during the course of employment, if the employee commits any fraud with the company
and as a result of which the company suffers huge loss, in case of such an event, the Employer shall
be entitled to recover the same from the employee’s movable and immovable property by
instituting legal / court proceedings.

8.8 If any training is provided to the employee, the company has full rights to recover the expenses
incurred to train that employee if he/she resigns before completion of 6 months of the training
tenure.

8.9 Notwithstanding the above, Employment Agreement can be terminated on the following
grounds:
8.9.1 Employee being found guilty of any dishonesty, misconduct, willful neglect of duty or other
conduct amounting to gross misconduct with fellow colleagues or seniors;

8.9.2 Employee committing a material breach of the terms and conditions of this Employment
Agreement;

8.9.3 Employee being found to be medically unfit or, 8.9.4 Employee being declared a bankrupt or
insolvent or,

8.9.5 Employee being convicted of any offence involving moral turpitude or defined under the
Indian Law,

8.9.6 Misappropriation of the Company’s monies or property by the Employee or;

8.9.7 Misconduct or insubordination on the part of the Employee, 8.9.8 Infringement of any
Company rules and regulations by the Employee. The Employee shall be liable to be dismissed or
discharged forthwith notwithstanding the rights and without giving any notice, which the Company
may otherwise have against the Employee in case of any loss (grave or remote) caused by the
employee during the course of his/her employment and the losses will be borne by him/her by way
of damages which shall be calculated by the management of the company.

12.  Amendment

This Agreement may be amended or modified only by a written agreement signed by both of the
parties. 

13.  General Provisions

The obligation not to disclose Confidential Information shall: (Check one)

☐ Survive the termination of this Agreement, and at no time will ________________________


[Receiving party] or any of their Representatives be permitted to disclose Confidential Information,
except to the extent that such Confidential Information is excluded from the obligations of
confidentiality under this Agreement pursuant to Paragraph 2 above.

☐ Remain in effect until __________ (Check one) ☐ months ☐ years from the date hereof or until
the Confidential Information ceases to be a trade secret, except to the extent that such Confidential
Information is excluded from the obligations of confidentiality under this Agreement pursuant to
Paragraph 2 above.

This Agreement will be governed by and construed in accordance with the laws of the State of
_________________, without regard to the principles of conflict of laws. Each party consents to the
exclusive jurisdiction of the courts located in the State of _________________ for any legal action,
suit or proceeding arising out of or in connection with this Agreement. Each party further waives any
objection to the laying of venue for any such suit, action or proceeding in such courts. 
14.  Miscellaneous

This Agreement will inure to the benefit of and be binding on the respective successors and permitted
assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement
without the other party’s prior written consent. In the event that any provision of this Agreement is held
to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected
and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable
parts had not been included in this Agreement. Neither party will be charged with any waiver of any
provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any
such waiver will be limited to the terms of such writing.

. ACCESS TO AND LICENSE TO USE THE TRADING PLATFORM

2.1. You shall promptly inform us of any breaches or potential breaches of the User Agreement by
you. Absent of such notifications any transactions may be voidable at our reasonable discretion.

2.2. Subject to the terms and conditions of this User Agreement, we hereby grant you a licence to
install and use the Trading Platform Software, solely for your personal use and benefit in accordance
with the terms of the User Agreement. Should the User Agreement be terminated for any reason,
the licence will be revoked automatically and the Trading Platform Software must no longer be used.
2.3. If any Third Party Software is included within the Trading Platform, then such Third Party
Software shall be provided subject to the terms of this User Agreement. You shall fully comply with
the terms of any Third Party Software Licences that we provide you with from time to time. Please
note that we do not provide support for Third Party Software or information provided thereon.

2.4. We reserve any and all rights to the Trading Platform not expressly granted to you by this User
Agreement. All rights to the Trading Platform are licensed to you by us and not sold. All rights to the
Trading Platform Software shall remain the property of the Company. Except for the licence
expressly granted to you under this Section, no other Intellectual Property Right in the Trading
Platform or any part thereof is granted or conveyed to you.

2.5. It is your responsibility to have in place and maintain in proper working order the appropriate
computer hardware, operating system, sufficient back up means, appropriate virus
protection/security checks, and any relevant Software to prevent damage and/or unauthorised
access to the Trading Platform.

2.6. Please inform us in writing and in accordance with Section 23 if you encounter any problems
with the Trading Platform, or have any suggestions for modifications, design changes and
improvements. We shall have the right, but not the obligation, to make modifications to the Trading
Platform based upon your suggestions. Any modifications, design changes and improvements made
to the Trading Platform based on your feedback shall be the undisputed sole property of the
Company.

2.7. We will use our best endeavours to deliver the Trading Platform with reasonable skill and care.
Plus500CY Ltd. is licensed and regulated by the Cyprus Securities and Exchange Commission as a
Cyprus Investment Firm with License Number________________. – User
Agreement____________dated. From time to time, acting reasonably, we shall have the right to add
to, modify, or remove any part of the Trading Platform without liability under this User Agreement
and if we do so we shall use reasonable endeavours to replace any part of the Trading Platform with
an equivalent where practicable. You agree to accept such modification(s) or updates. 2.9. We make
no express or implied representation:

2.9.1. that the Trading Platform will be available for access all the time, or at any time on a
continuous uninterrupted basis (access to the Trading Platform may be affected, for example, by
routine maintenance, repairs, reconfigurations or upgrades);

2.9.2. as to the operation, quality or functionality of the Trading Platform;

2.9.3. that the Trading Platform will be free of errors or defects; and

2.9.4. that the Trading Platform is free from viruses or anything else that has contaminating or
destructive properties including where such results in loss of or corruption to your data or other
property.

2.10. You

: 2.10.1. may only use the Trading Platform for so long as you are authorised to do so under the
terms of the licence granted in section 2.2 above;

2.10.2. may not use the Trading Platform for any purpose other than for the purpose for which it has
been provided under this User Agreement; and

2.10.3. are responsible for all transactions effected on your account via the Trading Platform and the
use of the Trading Platform (including the Account Credentials).

2.10.4. agree to logout from the Trading Platform should your access terminal be left unattended, to
prevent unauthorised access to your account.

2.11. You agree not to either intentionally, recklessly, negligently or otherwise:

2.11.1. use the Trading Platform for unlawful purposes;

2.11.2. (nor attempt to) interfere with or disrupt the proper operation of our Software, hardware,
systems or networks, including (but not limited to) knowingly or negligently transmitting files that
may contain malicious content capable of interfering in any way with the operation of the Trading
Platform;

2.11.3. attempt to gain unauthorised access to our computer system or the computer system(s) of
any other user, or to parts of the Trading Platform to which you do not have access rights;

2.11.4. take any action which does or may cause the provision of the Trading Platform to other users
to be interrupted or degraded; Plus500CY Ltd. is licensed and regulated by the Cyprus Securities and
Exchange Commission as a Cyprus Investment Firm with License Number 250/14. Plus500CY Ltd. –
User Agreement (Non-US Residents Only) v2018/1 8 2.11.5. convey any false, unlawful, harassing,
defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise
objectionable or offensive material of any kind or nature;

2.11.6. carry out any commercial business on the Trading Platform;

2.11.7. knowingly or negligently upload or download files that contain Software or other intellectual
property unless you own or control the rights thereto or have received all necessary consents; or
2.11.8. falsify the origin or source of any content or other material. 2.12. The Trading Platform
restricts leverage to up to 1:100 for residents of Poland, due to regulations applicable in Poland.
2.13. The Trading Platform and the Company’s services and products are not intended for
distribution or public offer to residents of Belgium. It is the responsibility of Belgium residents, to
ascertain the terms of, and comply with any local law or regulation to which they may be subject to
as residents of Belgium. Trading on the Trading Platform is per the Client’s own decision. By
continuing to trade on the Trading Platform as an existing Belgium Client you agree to the terms of
this User Agreement and to all risks associated with the use of the Trading Platform. Note that the
Trading Platform does not offer leveraged CFDs for residents of Belgium, due to regulations
applicable in Belgium.

2.14. Due to regulations applicable in France, residents of France may only register for a Limited Risk
Account on the Trading Platform. Within the framework of the Limited Risk Account, a Guaranteed
Stop Order is placed automatically (with an additional charge, per section 11.7.5) on every position,
thus strictly limiting the maximum potential loss to the initial margin amount required at the
opening of the specific position. In addition, clients registering for a Limited Risk Account will be able
to select only between the default leverage of up to 1:50 or leverage of up to 1:100, notwithstanding
section 6.5 of the User Agreement.

2.15. Due to French regulations and notwithstanding the provisions of Article 11.7.2 of this User
Agreement, in the event of a Gap, even if the Barrier is crossed with a significant discontinuity in the
price of the underlying instrument, and even if there is no eligible instrument available at that time
on the Trading Platform, the Trading Platform guarantees that the residents of France will leave their
position at the price originally agreed at the time of subscription of their contract. Therefore, even if
there is an event of a Gap, the realised loss will never exceed the amount initially invested by them.
Once the loss reaches the amount initially invested, the position is removed from the Client's
portfolio and the initially agreed maximum loss is debited from its cash account whether or not the
eligible instrument was available when the loss has been recorded.

2.16. The Trading Platform and the Company’s services and products are not intended for
distribution or public offer to residents of the Kingdom of Saudi Arabia. It is the responsibility of
Kingdom of Saudi Arabia residents, to ascertain the terms of, and comply with any local law or
regulation to which they may be subject to as residents of the Kingdom of Saudi Arabia. Trading on
the Trading Platform is per the Client’s own decision; if you do not understand the contents of this
document you should consult an authorized financial adviser. By continuing to trade on the Trading
Platform you agree to the terms of this User Agreement and to all risks associated with the use of
the Trading Platform. Plus500CY Ltd. is licensed and regulated by the Cyprus Securities and Exchange
Commission as a Cyprus Investment Firm with License Number 250/14. Plus500CY Ltd. – User
Agreement (Non-US Residents Only) v2018/1 9

2.17. The use of and access to the Trading Platform may not be permitted or may be blocked in
some countries and jurisdictions. It is your responsibility to verify that you are permitted to use and
access the Trading Platform according to the jurisdiction of your domicile or any country in which
you may be located. Should you try to access the Trading Platform from a country other than your
country of registration it is possible that access will not be permitted and you will be unable to
access the Trading Platform and therefore open any positions or close any existing positions.

3. ACCOUNT CREDENTIALS

3.1. When you first access the Trading Platform you will be asked to enter your Account Credentials
to access the Trading Platform, which are confidential and shall be used solely by you.

3.2. You:
3.2.1. are responsible for ensuring that your Account Credentials remain confidential and ensuring
they cannot be used by any person other than you; and

3.2.2. must notify us immediately if you become aware that your Account Credentials have in any
way become compromised or if any third party may be able to access the Trading Platform.

3.3. The Company agrees to hold harmless a customer from losses on his account in the event that
the Trading Platform is ‘hacked’, or any unauthorised use of a customer’s Account Credentials occurs
which is due to our gross negligence or wilful default. Likewise, a customer holds harmless the
Company from losses in the event that his account on the Trading Platform is hacked or associated
unauthorised use of his Account Credentials occurs due to his negligence or wilful default.

3.4. If we believe that there is likely to be a breach of security we may require you to change your
Account Credentials or suspend your access to the Trading Platform. We reserve the right to edit,
amend or issue you with new Account Credentials or require a change of your Account Credentials at
any time by giving notice to you.

3.5. You are responsible for ensuring that you alone control access to your Account Credentials, and
that no person who is under the age of 18 years old or other person is granted access to the Trading
Platform using your Account Credentials due to your negligence or otherwise. You undertake to
immediately notify us in writing in accordance with Section 23 if you become aware of any loss, theft
or use by any other person or entity of your Account Credentials.

INTELLECTUAL PROPERTY RIGHTS 4.1. You acknowledge that all Intellectual Property Rights in the
Trading Platform are owned by us or our licensors. 4.2. You will not: 4.2.1. copy, record, translate or
amend any of the Trading Platform, or any part of it; Plus500CY Ltd. is licensed and regulated by the
Cyprus Securities and Exchange Commission as a Cyprus Investment Firm with License Number
250/14. Plus500CY Ltd. – User Agreement (Non-US Residents Only) v2018/1 10 4.2.2. reverse
engineer, disassemble or otherwise attempt to derive source code for the Trading Platform in whole
or in part except to the extent expressly permitted by law; and 4.2.3. in any manner damage or
impair any of our Intellectual Property Rights. You shall use your best efforts to protect our
Intellectual Property Rights from infringement by third parties. 4.3. The Trading Platform, all copies
and any derivative works thereof (by whoever created), the associated goodwill and any Intellectual
Property Rights in the Trading Platform, are and shall remain owned solely by us or our licensors.
Except for the licence granted in Section 2.2, no other licence, right, or interest in any goodwill or
Intellectual Property Right in the Trading Platform or any part or derivative work thereof is granted
or conveyed to you. 4.4. Unless expressly permitted in this User Agreement, you shall not: 4.4.1.
transfer, distribute or share the Trading Platform or any rights thereto under the User Agreement;
4.4.2. separate any part of the Trading Platform, or separately use any part thereof on any
equipment, hardware or system whatsoever; 4.4.3. copy (other than one copy solely for backup
purposes) the Trading Platform or any parts thereof; 4.4.4. copy remove or destroy any banners,
logos or marks placed upon or contained within the Trading Platform; 4.4.5. enable unauthorised
parties to use the Trading Platform; 4.4.6. attempt to reconstruct or discover any computer code,
underlying ideas, or computer programming of the Trading Platform by any means whatsoever;
4.4.7. allow others to use the Trading Platform for the benefit of third parties; 4.4.8. work around
any technical limitations in the Trading Platform, or use any tool to enable features or functionalities
that are otherwise disabled in the Trading Platform; 4.4.9. use similar processes and functions to
develop competing features or functions with the Trading Platform; or 4.4.10. use the Trading
Platform or any Financial Data to conduct any fraudulent, inappropriate or illegal activities, including
without limitation deceptive impersonation.

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