1.INTRODUCTION AND DEFINITIONS: We provide you and, if applicable, Authorized Users, access to our services for your use, subject to your acceptance of and compliance with these Terms and Conditions, In the Agreement, (i) “we,” “us,” and “our” mean TechDive.in, (ii) We are company, consultants, contractors, agents, attorneys, employees, third-party service providers, and third parties distributing your ads /content via the Distribution Network, (iii) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices, through which we distribute content, whether on or off the TechDive.in Company Websites, (iv)“ you” and “your” mean the entity electronically accepting the Agreement, or the company named in an Insertion Order, and any of its Affiliates that execute an Insertion Order for any Program, (v) “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, (vi) “Authorized Users” means your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf, and your Affiliates that access a products & services without executing their own separate Insertion Order, (vii) “Information” is, individually and collectively, all information you provide, use, or approve (including our suggestions) in connection with the Agreement, including all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, Selected Ad Groups, Content, and URLs, and (viii) “PII” means personally identifiable information. Terms used but not defined herein have the meanings given to such terms in any Program Terms or Insertion Order, as applicable. Terms used in any Program Terms or Insertion Order, but not defined therein, have the meanings given to such terms in these Master Terms and Conditions. All definitions apply both to their singular and plural forms, as the context may require
2. ACCESS: You will not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy the TechDive.in Company Websites or TechDive.in Company systems or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools approved by us), (ii) bypass any robot exclusion headers on the or TechDive.in Company Websites (including using any device, software, or routine to accomplish that goal), (iii) interfere or attempt to interfere with the proper working of the or TechDive.in Company Websites, Programs, or TechDive.in Company systems, (iv) use or combine our Programs, Products & Services with software offered under an open source license which create any obligations with respect to our Programs contrary to the Agreement, or grant to any third party any rights to, or immunities under, our intellectual property or proprietary rights in our Programs, or (v) make available to us or our Affiliates any PII of visitors, users, or customers of your website(s) in connection with your access or use of our Programs, Services (s). Our Programs, including your password(s) related to your account(s), may not be used by, or made available to, any third party, except Authorized Users. You will promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us (e.g., the unauthorized disclosure or use of your username or password). Authorized Users must comply with the Agreement and you are liable for their acts and omissions in connection with the Agreement, and any charges, costs, fees, or expenses they may accrue. You may use data made available to you in connection with a Programs, Products & Services, including data that is obtained, collected, or derived as a result of any targeting parameters provided by us, solely for internal use to manage your advertising account(s) with us and you will not publish such data, create profiles of our users, or use such data for re-targeting 3. YOUR CONTENT AND INFORMATION: We are not responsible for any aspect of your content or information. You represent, warrant, and covenant that: (i) all Information is, and will be updated to remain, current and accurate, and (ii) your Information is either original to you or you have secured all necessary rights and licenses for its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees 4. TERMS AND CONDITIONS:Author (referred to as the person who provides content in the form of article/source code/logic/design/idea) is providing the content to the Site (referred to as Techdive.in and its associated sites) at his/her will and is free to do so, provided the following conditions are met:
1. Terms and Conditions of the Site are adhered to
2. Author is free to do so and the Site and author agree that this form of providing the content is an “at will” type of relationship
3. Site holds rights over publishing/blocking/reviewing/modifying/deleting/adding content to the original content provided by the Author at any point of time regardless of any time restriction
4. Site will treat the Author(s) and contents as an opinion expressed by the Author(s) and Site serves as a forum of expressing the content and shall not subscribe or be a party to the content and its correctness, accuracy, warrantee and any such thing
5. Author ensures and holds full responsibility, legal liability and fully accountable to the views/opinions/content expressed through the Site
6. Author also undertakes the responsibility to ensure the content is free of any infringement and is fully, wholly created by his own idea/know-how. Author also undertakes responsibility to ensure the content is fully compliant and adhering to any type of product of Open Source/Copyright law, if applicable, say in case of the content being a derivative of any such type of product
7. Author absolves Site from any such issues arising from because of the nature of the content or because of the entirety or part of the content
8. At any point of time content(s) posted by the Author will be subject to change/removal/temporary blocking of the content(s) if the Site finds a suitable and valid reason to do so
9. At any point of time, if the Author(s) wish to retract a content for any reason, Author(s) can approach the Site and a final decision in this regard lies with the Site only
10. In future if the Site allows more Author(s) to provide similar contents, any dispute/infringement of idea/design/logic/source code amongst the Author(s) with respect to content, is to be resolved amongst them only. Site will not be held responsible for such disputes. However, Site will serve the genuineness of the issue and it holds the right to publish/block part/all of the contents from these Author(s) until an amicable decision is arrived at
11. At any point of time, Site reserves the right to add a clause to the above list and/or modify/delete a clause from the above list
12. Notwithstanding the above clauses, Site holds and reserves the rights to take appropriate decision in the best interests of the Site (and its Associates in all forms) at any point of time
13. We have all the rights reserved to accept or reject any posting.
14. We have all the rights to delete your posting at any time without any prior information or notification.
15. You are not allowed to post any unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way.
16. You are not allowed to post any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships. 5. USE OF INFORMATION: In order to participate in any Programs, Products & Services, you grant the TechDive.in! Entities a non-exclusive, royalty-free, worldwide license in connection with all Programs, Products & Services to: (i) use, copy, adapt, reformat, recompile, communicate by telecommunication, truncate, edit, and/or modify any part of the Information for public performance, public display, and distribution (ii) create and display in connection with your content of any text, images, graphics, audio, or video. None of the TechDive.in! Entities will have any liability for your content. A TechDive.in! Entity may refuse, reject, cancel, or remove any Information, or space reservation at its discretion at any time. Your content may be subject to inventory availability, and the final decision as to content relevancy is at our discretion. We do not guarantee that your content will be placed in, or available through, any part of the Distribution Network, nor do we guarantee that your content will appear in a particular position or rank. 6. CONFIDENTIALITY: “Confidential Information” means any information disclosed to you by us, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us, (ii) becomes publicly known and made generally available after disclosure to you by us other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by us, as shown by your files and records. You will not at any time: (i) sell, license, or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement and who have a legitimate need to know such Confidential Information in connection with the Agreement), or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (i) you give us prompt written notice of such requirement prior to such disclosure, (ii) at our request, you assist us in obtaining an order protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain our personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to us, destroyed, or uninstalled immediately upon our request, or upon termination of the Agreement. If a need arises to disclose confidential information to law authorities by TechDive.in, we reserve the right to do so and you shall not challenge the same. Nothing contained in the Agreement will prevent a TechDive.in from complying with applicable privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable privacy policy (“Privacy Policy”) (as posted on or linked from a TechDive.in Website), the Agreement will control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the Programs and all information described in the applicable Privacy Policy may be shared with and used by (x) the TechDive.in! Entities (and you acknowledge the country of the TechDive.in! Entity receiving the data or information may not afford the same level of protection of such data as the country in which the data or information was collected), and/or (y) certain selected third parties only in anonymous form. You may not issue any press release or other public statement regarding the Agreement, the Programs, Products & Services or a TechDive.in’s Company without our prior written consent. 7. REPRESENTATIONS: You represent, warrant, and covenant that: (i) you have the right and/or authority to enter into the Agreement, (ii) you are a business, not a consumer, (iii) all Information is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any of our system data or information, (iv) a click on your ad will not: cause damage to a user’s computer, download a software application, change a user’s settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under window), (v) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to any Program, (vi) your Information, all emails, newsletters, and other materials and technology in connection therewith, any tools or code you use or make available in connection with a Program, and/or any act or omission by you relating to a Program: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, regulation, (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, and (d) are not false, deceptive, or libelous, (vii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Program, or any aspect or portion thereof, (viii) you will comply with any trade sanction, and/or import or export regulation that applies to your use of our Programs and obtain all necessary licenses to use, export, re-export, or import our Programs as applicable, and (ix) you will not provide access to the Programs, except to Authorized Users, who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement. Any violation on this account on your part and subsequent costs and consequences thereof would be liable to you. 8. INDEMNIFICATION: You will indemnify, defend, and hold harmless the TechDive.in! Entities from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with your Information and/or content, your or Authorized Users’ use of any Program, TechDive.in! Company system, or TechDive.in! Company Website, your website, or your or Authorized Users’ breach of the Agreement. You are solely responsible for defending any Claim against a TechDive.in! Entity, subject to such TechDive.in! Entity’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a TechDive.in! Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a TechDive.in! Entity without its prior express written consent. 9. TERMINATION: At any time, for any or no reason, you or we may terminate the Agreement and/or your participation in any Program, Product & Services and we may suspend or limit your participation in any Program or part thereof, including removing your content/information. The TechDive.in! Entities will not have any liability regarding the foregoing decisions. Upon termination of any Program Terms or the suspension or discontinuation of any Program or your participation therein, your information or content cannot be reclaimed and are thereof property of Techdive.in. You have agreed to post content or information for free and hold no liability for the owner ship of the content or information posted in Techdive.in. 10. NOTICES: We may give notices to you by posting on any TechDive.in Website, or by email to the address provided by you. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You must also ensure that you provide necessary documentation in print/electronic form that authenticates your identity for the purpose of using the services rendered by us. Any violation on the part of identity/address/communication by you, TechDive.in shall not be responsible on this part. 11. OTHER: The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Terms and Conditions, any Program Terms, or Insertion Order(s) will be binding on us unless expressly agreed to in writing by us. The terms of any specific Program Terms govern only that Program, and not any other Program, except as specifically referenced in such Program Terms. If there is a conflict between the Terms and Conditions, any Program Terms, and any Insertion Order, the conflict will be resolved according to the following order of precedence: (1) Program Terms, (2) Terms and Conditions, and (3) Insertion Order. Notwithstanding the foregoing, an Insertion Order may amend the Terms and Conditions and/or the applicable Program Terms only if the amended terms contained in such Insertion Order: (i) apply only to the account(s) listed in the Insertion Order, (ii) apply only to that Insertion Order and not to any other Program or Insertion Order(s), and (iii) specifically identify the provision(s) of the Program Terms or the Terms and Conditions they amend. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that we will be third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on, or rights in favor of, them. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our Affiliate(s). The Programs are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in the Programs, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Information. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. We may change the Agreement at any time by posting such on the applicable TechDive.in Website or by email, and such revised Agreement will supersede and replace the earlier Agreement. In each instance in the Agreement wherein we reserve the right to change policies or specifications related to advertising, you will only be held to such changes if we provide them to you or make them conspicuously available to you. Services and obligations to be performed by us hereunder may be performed by us and/or third-party service providers. 12. REPRESENTATIVE: If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Representative”), this Section applies, and in such case, “you” and “your” mean Representative, any Affiliates of Representative who execute an Insertion Order, together with Advertisers. “Advertiser” means an entity (including a sole proprietor) which is/will be enrolled in a Program by you. a. Representative represents, warrants, and covenants that: (i) it is the authorized agent of the Advertiser and has the legal authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, (ii) by Representative executing an Insertion Order or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Agreement, (iii) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning any Program, including that Representative is an affiliate or partner of a TechDive.in Entity, (b) make any commitments (e.g., guarantees as to placement of ads) to an Advertiser or potential Advertiser regarding any Program, (c) negotiate any terms or conditions related to the Programs which may affect the rights, protections, and/or obligations of a TechDive.in! Entity, and/or that are inconsistent with the Agreement, or (d) engage in any telesales or telemarketing in connection with any Program, and (iv) Representative will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us. Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the Advertiser’s agent and authorizes Representative to act on the Advertiser’s behalf in connection with the Agreement. In the event of a termination of your relationship with an Advertiser, such Advertiser may continue to use the Information, including account and performance history with respect to its ads, and Representative will no longer have Access for such Advertiser’s accounts. Representative will not at any time use data or information received in connection with the Agreement (a) to conduct any marketing efforts targeted at our existing advertisers, or (b) with an Advertiser other than the one in connection with which the data or information was received. b. Payment Liability. We will hold Representative liable for payments, above, solely to the extent Representative has received payment from such Advertiser; for sums not received by Representative, we will hold the Advertiser solely liable (“Sequential Liability”); provided, however, (i) if we do not offer credit to the applicable Advertiser or if we have not offered Representative Sequential Liability in a particular country, we will notify you of such rejection prior to the start of the applicable campaign (email acceptable), and in such case, if you elect to proceed with the campaign, and unless otherwise agreed upon in writing between or among Representative or Advertiser, on the one hand, and us, on the other hand, Representative and each Advertiser will be jointly and severally liable for all payment obligations pursuant, above, and you hereby waive any Law that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable, and/or if Representative .Breaches or allegedly breaches or fails to comply with our request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant, Representative will be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Representative, including if we have not received payment for such Advertiser’s account within 10 days from the date of the applicable invoice. 13. ELECTRONIC SIGNATURES EFFECTIVE: By clicking on the “I Accept” or similar button, you create an electronic signature to the Agreement, establishing a contract. In doing so, you agree to accept these terms and conditions and any other agreement contained or referenced herein; you also agree that we may supply you a copy of the Agreement in electronic form. Please print or save a copy of the Agreement for your records. You also may choose to receive a copy of the Agreement in non-electronic form at any time by submitting a request to us at the address set forth, above. b. You may choose to withdraw your consent to receive the Agreement in electronic form. Withdrawing your consent to receive the Agreement in electronic form does not change your existing obligations to us under the Agreement. Instead, withdrawing your consent simply means that you wish to have our relationship with you governed by a non-electronic form of the Agreement. If you wish to withdraw your consent to receive the Agreement in electronic form and to instead enter into a non-electronic form of the Agreement, please send a letter and self-addressed, stamped envelope to the address set forth, above. We then will send you a non-electronic form of the Agreement at a nominal charge that may be debited from your existing balance if any or payable by you. However we suggest that you always opt for the electronic form in order to save paper and conserve trees. Your withdrawal of consent will become effective when we mail to you a copy of the non-electronic form of Agreement, at which point our relationship will be governed by the terms of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form of the Agreement, prior to the effective date of the withdrawal of your consent, will remain unchanged until they are fully discharged by you. c. In order to access and retain the electronic Agreement, you must have access to the Internet, either directly or through devices that access Web-based content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer and modem or other access device). We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.