Agreement between User and The Story Ink

Welcome to The Story Ink. This website is comprised of various web pages operated by The Story Ink. https://www.thestoryink.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of https://www.thestoryink.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

This client onboarding agreement ("Agreement” or "these terms”) is entered into between you the client as identified by the account information appearing on the last page ("Client”, "you”, "your”), and INKING GREAT STORIES PRIVATE LIMITED, a company incorporated under the laws of India, having its office at 301 Camron Heights, Sundervan, Andheri West, Mumbai 400 053  ("Company”, "we”, "us”, "our”).

Background

A.          Company operates and provides the Platform as defined below.

B.          Client seeks to use the Platform to interact with and avail advisory from professionals and consultants available to consult through the Platform. In order to use the Platform, you have registered with the Company and agreed to the terms of use specified here.

The parties agree as follows:

1.             Definitions and priority

1.1.          Definitions. Any words defined in this clause, and certain terms in this Agreement appear within quotes ("”), which shall be the meaning assigned to them, and wherever used in this Agreement shall be interpreted in accordance with such assigned definition.

"Confidential Information” means information that is disclosed: (i) by a party to this Agreement, (ii) to the other party to this Agreement, and (iii) in connection with the provision and use of the Platform and services. Any information disclosed by us to you, including our charges and identities of Consultants, shall be considered our Confidential Information.

"Consultant” means individual professionals experienced in one or more fields in the media, entertainment and content creation fields, and curated by the Company based on various factors which may include skills, reputation, recommendations, body of existing work, publications, and other publicly available information.

"Force Majeure Event” means any event beyond the reasonable control of and occurring without the fault or negligence of the relevant party including acts of God, fire, flood, earthquake, outbreak of an epidemic or pandemic, lockdowns or restrictions imposed by any government, hurricane, storm or any other natural disaster, enemy action foreign or domestic, acts of restraints of governments or public authorities, fire, flood, hostilities, war (declared or undeclared), earthquakes, accidents.

"Personal Data” means any data about an individual who is identifiable by or in relation to such data.

"Platform” means the platform operated by the Company under the name ‘The Story Ink’ that facilitates communication and collaboration between Consultants and Clients via Sessions , and which shall conduct online and offline Sessions (including for groups) .

"Services” shall have the meaning assigned in Clause 3.2 below.

"Session” means a scheduled slot for an interaction between the Consultant and Client through the Platform and held virtually for a minimum period of fifteen (15) minutes and maximum sixty (60) minutes, unless a longer session is agreed with us.

1.2.          Priority. The terms in the main body of the Agreement will prevail over conflicting terms in the any annexes or schedules. If you are organized in a manner that requires issue to us of a purchase order or other document to commence an interaction whether or not it is paid, then such document will be used solely for your internal order recording purpose and will have no effect on the use of the Platform or the terms in this Agreement, even if such purchase order or document is accepted by us.

2.             Effective date and tenure

2.1.          This Agreement will commence on the date you click the "I Agree” or "Submit” button on the Platform at the time of registration and will continue in accordance with these terms, unless terminated earlier by either party.

2.2.          Where you do not use the Platform after registering, these terms will continue to subsist for a period of one (01) year from the commencement date or any shorter period determined by us, post which you will lose access to the Platform and may need to register again.

3.             Provision and use of the Platform and services

3.1.          Onboarding. To use the Platform and avail our services, you will need to register through our website, which involves agreeing to these terms. Registration may entail completing certain preparatory modules covering topics such as confidentiality and conflict of interest. We may issue periodic reminders of the requirements communicated through these modules and seek your confirmation on your continuing adherence. YOU REPRESENT THAT YOU ARE COMPETENT TO CONTRACT UNDER INDIAN LAWS WHICH INCLUDES THAT YOU BE ABOVE EIGHTEEN (18) YEARS OF AGE, BE OF SOUND MIND AND NOT BE DECLARED BANKRUPT OR HAVE ANY OTHER LEGAL IMPEDIMENT TO ENTERING INTO THIS AGREEMENT AND FULFILLING YOUR OBLIGATIONS.

3.2.          The Service. The Services provided through the Platform comprise access to Consultants for consulting on various topics agreed between us including those specified in Annexure 1. While reasonable skill and care will be used to determine the proficiency of Consultants in their purported expertise areas, we do not provide any assurances as to their effectiveness or that they will meet your requirements or expectations.

3.3.          Commencing an interaction. To begin an interaction, you may need to provide a summary of the activity for which you seek advice. The summary may be discussed with or sent to one or more Consultants selected by us or you. Where one or more Consultants confirm, we will notify you. You may also directly select one or more Consultant from the profiles available on the Platform in which case you may not need to send a summary depending on the requirements of the specific Consultant.

3.4.          Care and caution. We recommend you use prudence and caution in the amount and nature of information you disclose in your summary and further in your interactions with Consultants, particularly in respect of unique ideas, creative content, intellectual property or other information that you value. While we will bind Consultants through contractual terms with us, we are not responsible for their infringement or appropriation of your intellectual property or proprietary rights, nor for enforcement of any claims on your behalf. In appropriate cases as determined by us, or pursuant to court orders, we may provide relevant information to support a claim.

3.5.          Compulsory use of the Platform. You agree that any interactions with a Consultant must always be through the Platform and not by any other means unless we expressly approve, and any infraction may lead to temporary or permanent suspension of access and forfeiture of any advances or deposits. You agree not to seek contact details of the Consultant nor provide your own to them.

3.6.          Respectful interactions. We require that you keep interactions respectful and suggest you avoid discussing polarizing topics including politics, race, religion or gender-based topics, unless it is relevant to your activity. In such cases, we recommend you indicate to the Consultant upfront your requirement vis-à-vis these topics. We do not tolerate discrimination including when based on gender, race, or religion and any withdrawal from an interaction (by you or the Consultant) based on discriminating behavior by you may lead to forfeiture of charges and at our discretion a ban from the Platform. While interacting with consultants and using the Platform and Services, you must ensure that your conduct and behavior complies with applicable laws including in relation to those protecting women and children. Where you breach appliable laws, you will remain fully liable for and will indemnify us from any claims arising in connection with your violations.

3.7.          Compliance with laws. You agree to comply with all applicable laws in relation to your entering into and using the Platform and Services. You agree to abide by the restrictions specified in the Acceptable Use Policy at Annexure 2 as updated from time to time.

3.8.          Personal use only. The information, knowledge and knowhow learnt from interactions through the Platform and your interactions with us are confidential and for your learning and personal use only and must not be further disclosed or published for commercial purposes or otherwise. You must respect and protect the intellectual property and proprietary rights of Consultants and third parties, and any use must comply with applicable laws and any agreement between you and the Consultants or third parties. You remain liable for any breach of such intellectual and proprietary rights, and agreements. Where we are sued or enjoined in any claim due to your actual or alleged breach of these terms, you indemnify us to the full extent of the claims.

3.9.          Rescheduling and termination. We may reschedule or terminate a Session without liability if the selected Consultant is unavailable for any reason including their breach of any contract with us. In such cases we may offer an alternate Consultant which will follow the same process of selection specified above.

3.10.       No unauthorized access. You agree not to attempt or enable any unauthorized access to the Platform and its data and to keep confidential your login credentials including passwords. You will indemnify us against any breach of this clause and for any actual or attempted hacking, intrusion or attack on our Platform and systems including any placement of malware, introduction of viruses, spyware, trojans, backdoors or other malicious code whether deliberately or negligently.

4.             Charges and taxes

4.1.          The charges for Sessions are indicated on the website and these may be updated from time to time. The charges may vary between Consultants depending on their levels of skill, experience and other factors. Charges for a Session must be received in our bank account at least one day before the scheduled date of a Session, without which the Session will not be confirmed by us. A Session once booked may not be cancelled by you except in any specific situations specified in the ‘Frequently Asked Questions’ ("FAQs”) section on our website. We may cancel a Session at any time with or without cause - for details, please visit the FAQs on our website.

4.2.          The charges specified by us include Indian taxes only. Where you are based outside India, you will be solely liable and responsible for payment of all direct and indirect taxes including taxes on our income based on local requirements and you undertake to pay these sums to the relevant local authorities. Where required by us, you will provide acceptable proof of payment to the relevant authorities. In such cases, we must receive the entirety of the charges specified by us without any withholding or set-off. You indemnify us from any claims by such authorities alleging non-payment or inadequate payment including penalties, interest and costs.

4.3.          If you are located outside India, any charges towards international money transfers must be borne by you.

4.4.          Payment may be made by bank transfer or online payments through credit card or UPI.

4.5.          Charges are non-refundable except in any specific situations specified in the FAQs on our website.  

5.             Disclaimers and warranties

5.1.          ACCESS TO THE PLATFORM AND OUR SERVICES IS PROVIDED ‘AS-IS’ WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT THE PLATFORM AND SERVICES THEREON INCLUDING ANY INTERACTIONS WITH CONSULTANTS WILL BE FIT FOR A PARTICULAR PURPOSE, WILL BE NON-INFRINGING OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, AND WE DISCLAIM ANY IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMISSIBLE. WE DO NOT WARRANT ERROR FREE OPERATION OF THE PLATFORM NOR THAT ANY ERRORS WILL BE FIXED.

5.2.          WE ONLY WARRANT THAT WE WILL USE REASONABLE SKILL AND CARE IN CURATING CONSULTANTS ONBOARDED ONTO THE PLATFORM. WHERE A COURT OR ARBITRAL TRIBUNAL DETERMINES WE HAVE BREACHED THIS WARRANTY, OUR MAXIMUM LIABILITY AND YOUR SOLE REMEDY AGAINST US WILL BE FOR US, AT OUR OPTION, TO RE-PERFORM THE IMPACTED SERVICE OR PROVIDE YOU A REFUND (WITHOUT INTEREST) OF CHARGES ACTUALLY RECEIVED BY US IN RELATION TO THE IMPACTED SERVICE.

5.3.          YOU REPRESENT AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT, HAVE SOUGHT NECESSARY LEGAL ADVICE IN RELATION TO ITS TERMS AND THAT YOU HAVE ENTERED INTO AGREEMENT VOLUNTARILY AND WITHOUT COERCION OF ANY KIND.

6.             Intellectual property

6.1.          Each party (you or us) will retain our respective rights to all intellectual property owned or created by it or licensed to it by third parties. The use of the platform and its services does not include any grant by us to any rights in our intellectual and proprietary rights.

6.2.          We may use without restriction and without payment of any royalties, fees or charges, the experience gained from your use of the Platform, to improve the Platform and services including its capabilities and offerings, and to develop and provide new services.

6.3.          Your engagement with the Platform does not require disclosure to us and we assume no responsibility or liability for the protection, confidentiality, or misuse of, your ideas, intellectual property and creative content. You are solely responsible for taking appropriate measures to protect your ideas, intellectual property, and creative content. This includes but is not limited to obtaining copyrights, trademarks, patents or any other legal protections necessary.

6.4.          You are solely responsible to enforce your intellectual and proprietary rights against Consultants and third parties and we disclaim all liability for the same. If you or anyone on your behalf proceeds against us in relation to any actual or alleged violation or misappropriation of your ideas, creative content, intellectual or proprietary rights by a Consultant or third party, you shall indemnify us to the full extent of the claims.

6.5.          For the purposes of this Agreement ‘intellectual property’ means all forms of intellectual property subsisting under Indian laws and all analogous rights subsisting under the laws of other jurisdictions and includes any product or process of the human intellect whether protectable as patents, trademarks, copyrights, designs or otherwise, such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process, presentation.

7.             Confidentiality

7.1.          Confidential Information does not include information that is: (i) in the public domain not by breach of this Agreement, (ii) known by the recipient party at the time of disclosure, (iii) lawfully obtained by the recipient party from a third party other than through a breach of confidence, (iv) independently developed by the recipient party, or (v) expressly indicated by the disclosing party as not confidential.

7.2.          The recipient party may only use the Confidential Information for its own use and may not disclose it any further. However, the Platform as the recipient may disclose the Confidential Information to such other parties including Consultants as is necessary for the provision of the Platform and services.

7.3.          The recipient party may share the Confidential Information if required by law or regulation but must promptly notify the disclosing party of the requirement if allowed by law or regulation.

7.4.          Each party as a recipient must: (a) only use the Confidential Information for the purpose of providing and using the Platform and Services, (b) keep the Confidential Information secure and confidential and only disclose it as allowed by this Agreement, (c) promptly notify the disclosing party if it becomes aware of a breach of confidentiality, and (d) within thirty days of the disclosing party’s request, take reasonable steps to destroy or erase any Confidential Information it holds, except the recipient party may retain copies of Confidential Information: (i) that are securely stored in archival or computer back-up systems, (ii) to meet legal or regulatory obligations, or (iii) in accordance with bona fide record retention policies, subject to this Agreement's terms.

7.5.          Confidentiality obligations will survive the termination or expiry of this Agreement for a period of three (03) years.

8.             Personal data

8.1.          You agree to provide such Personal Data as is necessary for us to provide the Platform and services. Where the collection and processing of your Personal Data is based on any consent notice given to you through the Platform, then the terms in such consent notice will apply in place of the terms in this clause.

8.2.          You agree that we may process your Personal Data to provide the Platform and services and also to improve the same. We may also use your Personal Data to learn about your preferences and market new products and services to you. Such marketing may be carried out over email, phone and other means of communication, by us or by third parties appointed by us.

8.3.          We may use third parties to process your Personal Data on our behalf and you consent to the same. Your Personal Data may also be stored and processed in servers located outside India. 

8.4.          Once the Digital Personal Data Protection Act, 2023 becomes effective, any processing of your Personal Data will be governed by it and we may provide a separate notice, as legally mandated, in relation to our continued use of your Personal Data.

8.5.          You represent that any Personal Data provided by you including any identity documents, is authentic, accurate, updated and belongs to you.

8.6.          Please refer to our privacy policy available at [website] for more information on how we process "Personal Data”.

9.             Limitation of liability

9.1.          OUR MAXIMUM AND AGGREGATE LIABILITY FOR ALL INSTANCES AND CAUSES OF ACTION, REGARDLESS OF THE LEGAL THEORY UNDER WHICH THEY ARISE, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTIES, SHALL BE LIMITED TO THE LOWER OF THE CHARGES ACTUALLY PAID BY YOU TO US IN EACH CONSECUTIVE TWELVE (12) MONTH PERIOD OR INDIAN RUPEES FIFTY THOUSAND (RS. 50,000).

9.2.          WE ARE NOT LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, REMOTE OR INCIDENTAL DAMAGES, NOR FOR ANY DIRECT OR INDIRECT LOSS OF PROFITS, BUSINESS, REVENUES, OPPORTUNITIES, GOODWILL OR LOSS OR DESTRUCTION OF DATA OR LOSS OF ACCESS.

10.           Termination

10.1.       Either party to this Agreement may terminate it: (a) for convenience with thirty (30) days’ written notice to the other; or (b) with thirty (30) days’ written notice where the other party is in material breach of the Agreement and fails to remedy the breach within the notice period.

10.2.       Termination or expiry of the Agreement will not affect the rights of a party that have accrued prior to termination.

10.3.       After the termination or expiry of the Agreement, those terms and conditions that are expressly designated to survive, or which by their nature are required to survive, shall continue to operate, including specifically Clause 5 (Disclaimers and warranties), Clause 6 (Intellectual property), Clause 7 (Confidentiality), Clause 8 (Personal data), Clause 9 (Limitation of liability), this clause, Clause 11 (Disputes), Clause 12 (Governing law), indemnities provided by you and any representations made by you.

11.           Force majeure

11.1.       Neither party shall be in breach of this Agreement due to non-performance when caused by a Force Majeure Event. A party whose performance is so prevented, shall resume performance as soon as the Force Majeure Event abates.

11.2.       On occurrence of a Force Majeure Event, the party affected shall notify the other party of the same in writing within ten (10) calendar days. The notice shall contain information about the date on which the Force Majeure Event commenced, the nature of the event and the anticipated duration of the same.

11.3.       Where a Force Majeure Event prevents compliance by a party for longer than sixty (60) calendar days, the Company shall be entitled to terminate this Agreement.

12.           Disputes

12.1.       Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the arbitration rules of the Mumbai Centre for International Arbitration ("MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. Either party may apply for the proceedings to be conducted under the ‘expedited procedure’ under the MCIA Rules.

12.2.       The seat and place of arbitration will be Mumbai, Maharashtra, India. The law governing the arbitration shall be Indian laws.

12.3.       The language of arbitration shall be English.

13.           Governing law

13.1.       This Agreement will be governed by Indian laws. Where you or any person on your behalf brings any action against us in a foreign court or forum, you indemnify us to the full extent of the same including all costs incurred by us and all damages awarded against us.

14.           Miscellaneous

14.1.       Notices. Notices under this Agreement must be in writing to the addresses indicated in Annexure 3, as may be updated in writing. Notices shall be effective if sent by email or by registered post acknowledgment due, or via reputable courier service with proof of delivery.

14.2.       Third parties. No one other than a party to this Agreement has the right to enforce any of its terms. Any Consultant interacting with the Client shall be considered a third party for the purposes of this Agreement. Where Client seeks any remedy against an Consultant, it may do so solely in accordance with an agreement executed between Client and Consultant and not under this Agreement. Client indemnifies Company from any breach of this provision.

14.3.       Entire agreement. This Agreement supersedes all prior discussions and agreements and constitutes the entire agreement between the parties with respect to its subject matter and no party has relied on any statement or representation of any person in entering into this Agreement.

14.4.       Amendments. We may amend the terms of this Agreement by posting an appropriate notification on the Platform, or by communicating the same to you. Your continued use of the Platform after such communication will signify your agreement to any amendments.

14.5.       Assignment. You may not assign this Agreement to anyone else without our written consent. We may assign this Agreement to an affiliate or related party, or any acquirer of the Platform or our business, without your consent.

14.6.       Waiver. If a party fails to enforce a right under this Agreement, that is not a waiver of that right at any time.

14.7.       Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

14.8.       The clauses in the ‘Background’ recitals shall be considered an integral part of the Agreement.

Changes to Terms

The Story Ink reserves the right, in its sole discretion, to change the Terms under which https://www.thestoryink.com is offered. The most current version of the Terms will supersede all previous versions. The Story Ink encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

The Story Ink welcomes your questions or comments regarding the Terms

Email Address:

support@thestoryink.com