This Terms of Use and Service Agreement is a legally binding contract between Sale Saathi Technologies Private Limited, a company incorporated under the laws of India with its registered office at 33/1630 A, Puthiya Road, Vennala P.O., Ernakulam, Kerala, India (hereinafter referred to as "Sale Saathi", "We", "Us", or "Our"), and any person or entity accessing or using the gripp.ai webpage/website, which is developed and owned by Sale Saathi, and its associated services, including the AI matching and pitch deck generation features, and its advanced AI capabilities, catering to Influencers, Brands, and Agencies (collectively, the "Platform").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, as well as Our Privacy Policy, and all other policies and guidelines incorporated by reference herein. If you do not agree to these terms, you must not access or use the Platform. This Agreement is published in compliance with the provisions of Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

1. Definitions

1.1. "Agency" refers to a media agency, branding agency, marketing agency, or similar traditional platform that registers and uses the Platform to connect with Influencers on behalf of their Brand clients, or to offer their services to Brands or Influencers, or manage campaigns.
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1.2. "AI" refers to the artificial intelligence and machine learning technology, including third-party models such as large language models (LLMs), integrated and utilized as part of the Platform by Sale Saathi. This technology facilitates data analysis, matching, and content generation, and possesses the capability to analyze external websites by pulling and sending data via APIs for processing by these external AI services.
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1.3. "Brand" refers to any company, business, or entity that registers and uses the Platform to identify, connect with, and potentially collaborate with Influencers, either directly or through an Agency.
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1.4. "Collaboration Agreement" refers to any separate agreement or understanding entered into directly between an Influencer and a Brand or an Influencer and an Agency (on behalf of a Brand) for a specific marketing campaign or collaboration, independent of this Agreement.
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1.5. "Content" refers to any data, text, graphics, images, audio, video, software, and any other information or material uploaded, submitted, transmitted, or appearing on the Platform.
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1.6. "Influencer" refers to any individual or entity that registers and uses the Platform to connect with Brands or Agencies for potential collaborations, create pitch decks using the AI, and manage their profile.
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1.7. "Intellectual Property Rights" refers to all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
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1.8. "Platform" refers to the gripp.ai webpage/website, mobile application, APIs, software, and all associated services provided by Sale Saathi, including the AI matching and pitch deck generation features, databases, and user interfaces.
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1.9. "Prohibited Content" refers to Content that is illegal, harmful, infringing, offensive, or otherwise violates this Agreement or applicable laws.
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1.10. "Sensitive Personal Data or Information (SPDI)" shall have the meaning assigned to it under Rule 3 of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, and includes information relating to password, financial information (such as bank account, credit card, debit card, or other payment instrument details), physical, physiological and mental health condition, sexual orientation, medical records and history, biometric information, and any other information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005, or any other law for the time being in force.
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1.11. "User" refers collectively to Influencers, Brands, and Agencies, and any other person or entity accessing or using the Platform.
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1.12. "User Content" refers to any Content uploaded, submitted, or transmitted by a User onto the Platform.

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2. Acceptance of Terms

2.1. By accessing, browsing, downloading, registering on, or using the Platform (including the gripp.ai webpage/website), you signify your explicit consent to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies, and procedures that may be published from time to time on the Platform by Sale Saathi. Your use of the Platform is conditioned upon your acceptance of all the terms and conditions contained herein.
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2.2. This Agreement applies to all Users of the Platform, including visitors who do not register.
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2.3. If you are using the Platform on behalf of a company, organization, or other entity (e.g., as an Agency on behalf of a Brand client), you represent and warrant that you have the full legal authority to bind such entity to this Agreement. In such event, "You" or "Your" will refer to such entity. If you do not have such authority, you must not access or use the Platform on behalf of the entity.
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2.4. You represent and warrant that you are at least 18 years of age and are competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. The Platform is not intended for individuals under the age of 18.
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2.5. By accessing or using the Platform, you confirm that you meet the age requirement. If you do not meet this requirement, you must not access or use the Platform.

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3. User Registration and Account Security

3.1. To access certain features and services on the Platform, registration is mandatory. You agree to provide accurate, current, complete, and truthful information about yourself and/or your entity as prompted by the registration form.

3.2. You agree to maintain and promptly update your account information to keep it accurate, current, and complete at all times. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Sale Saathi has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, or if Sale Saathi has reason to believe that you are a minor, Sale Saathi has the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

3.3. You are solely responsible for maintaining the confidentiality of your account password and for restricting access to your computer or device. You agree to accept full responsibility for all activities that occur under your account or password, including any User Content posted or actions taken by third parties using your account.

3.4. You agree to notify Sale Saathi immediately of any unauthorized use of your password or account or any other breach of security. Sale Saathi cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

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4. Nature of the Service and Role of Sale Saathi

‍4.1. The Platform serves as an online intermediary platform utilizing AI to connect Influencers and Brands, and facilitate interactions involving Agencies, for potential marketing collaborations. Sale Saathi facilitates these connections by providing a database, AI-driven matching, pitch deck generation tools, and communication features through the gripp.ai website and associated services.

4.2. You acknowledge and agree that Sale Saathi's role is limited to that of an intermediary as defined under the Information Technology Act, 2000. Sale Saathi does not initiate the transmission of User Content other than as necessary for the services it commits to provide under this Agreement, does not select the receiver of the transmission, and does not select or modify the information contained in the transmission (except for processing by the AI as described in this Agreement and the Privacy Policy, which is automated and based on user input and platform algorithms).

4.3. Sale Saathi does not directly participate in, supervise, or control the interactions, negotiations, or the execution of any Collaboration Agreements between Influencers, Brands, or Agencies. The terms of any collaboration, including scope of work, compensation, timelines, and deliverables, are solely determined and agreed upon between the involved Users.

4.4. Sale Saathi does not guarantee the quality, safety, legality, or suitability of any User Content, profiles, or collaborations facilitated through the Platform. Users are solely responsible for conducting their own due diligence and entering into agreements at their own risk.

4.5. Sale Saathi shall not be liable for any acts or omissions of any User on the Platform, including any breach of a Collaboration Agreement or violation of applicable laws by a User.

5. Specific Terms for Influencers

5.1. Account Tiers and Services: Influencers may choose to register for a free tier account with limited access to features, such as a fixed number of free reach outs to Brands/Agencies per month, or subscribe to a premium tier account by paying a Subscription Fee to unlock additional features and capabilities, as described on the Platform.

5.2. Subscription Fees and Payment: If you subscribe to a premium tier, you agree to pay the applicable Subscription Fees and any other charges (including taxes) as notified on the Platform. Subscription Fees are billed on a recurring basis (e.g., monthly or annually) as per your selected plan.

5.3. Billing and Payment Processing: All payments are processed through secure third-party payment gateways. You agree to provide valid payment information and authorize Sale Saathi or its third-party payment processors to charge your designated payment method for all applicable Subscription Fees.

5.4. Automatic Renewal and Cancellation: Premium subscriptions may automatically renew at the end of the billing cycle unless you cancel your subscription before the renewal date. You can manage your subscription and cancellation settings through your account on the Platform. Cancellation will be effective at the end of the current billing period, and you will continue to have access to premium features until then.

5.5. No Refunds: Except as expressly stated in this Agreement or required by mandatory applicable law, Subscription Fees are non-refundable. No refunds or credits will be provided for partial use of a premium tier, early cancellation, or dissatisfaction with the Platform's performance.

5.6. Influencer Profile and Content: You are solely responsible for the accuracy, completeness, and truthfulness of your Influencer profile information and all User Content you submit or make available on the Platform, including your portfolio, social media statistics, audience data, and details of past collaborations.

5.7. Representations and Warranties by Influencers: By using the Platform, you represent and warrant that:
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a. You have the full right, power, and authority to enter into this Agreement and any Collaboration Agreements.
b. Your Influencer profile information and User Content are accurate, not misleading, and do not violate any third-party rights. c. You will comply with all applicable laws, regulations, and advertising standards (including guidelines issued by advertising regulatory bodies like ASCI in India) when creating and publishing content for collaborations facilitated through the Platform. d. You will disclose sponsored content clearly and conspicuously as required by applicable laws and guidelines.
e. You have obtained all necessary licenses, permissions, and consents for any third-party material included in your User Content.
f. You meet the minimum age requirement of 18 years to use the Platform.

5.8. AI Pitch Deck Generation and Website Analysis for Influencers: The AI pitch deck generation feature is provided as a tool to assist you. This includes the capability to analyze a Brand's publicly accessible website content (provided by you) to generate tailored pitch decks. You acknowledge that:
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a. The AI generates pitch decks based on the information you provide and the AI's analysis, including analysis of external websites.
b. Sale Saathi provides AI-generated pitch decks and external website analysis as assistive tools to enhance user efficiency and initial content creation. While the AI aims for high accuracy and completeness, Sale Saathi does not guarantee the absolute accuracy, effectiveness, or completeness of the AI-generated content or the information extracted. Users acknowledge their responsibility to review, verify, and adapt all outputs.
c. The AI's interpretation of website content may not always be accurate or reflect the Brand's current marketing strategies or preferences.
d. You are solely responsible for reviewing, editing, verifying the accuracy of, and approving the content and presentation of any AI-generated pitch deck before sending it to a Brand or Agency.
e. Sale Saathi shall not be liable for any consequences arising from the use or reliance on AI-generated pitch decks or information derived from website analysis.

5.9. Interactions with Brands and Agencies: Your interactions and negotiations with Brands and Agencies on or outside the Platform are solely your responsibility. Sale Saathi is not involved in the negotiation, execution, or enforcement of any Collaboration Agreements.

6. Specific Terms for Brands

6.1. Access to Platform: Brands, as and when onboarded, can generally access and use the core features of the Platform free of charge to discover and connect with Influencers or Agencies. Sale Saathi reserves the right to introduce premium features or subscription plans for Brands in the future, subject to providing notice and obtaining consent as required.

6.2.Brand Profile and Information: You are solely responsible for the accuracy, completeness, and truthfulness of your Brand profile information and any Content you submit or make available on the Platform.

6.3. Representations and Warranties by Brands: By using the Platform, you represent and warrant that:
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a. You have the full right, power, and authority to enter into this Agreement and any Collaboration Agreements.
b. Your Brand profile information and Content are accurate and not misleading.
c. You will comply with all applicable laws, regulations, and advertising standards when conducting influencer marketing campaigns.
d. You will use the Platform and information provided by Influencers or Agencies solely for legitimate business purposes related to identifying and collaborating with Influencers or Agencies.
e. You meet the minimum age requirement of 18 years to use the Platform.
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6.4. Using Influencer/Agency Information and Pitch Decks: You acknowledge that: a. Influencer profiles and pitch decks are based on information provided by Influencers or Agencies and processed by the AI. b. Sale Saathi does not verify the accuracy or completeness of all information provided by Influencers or Agencies. c. You are solely responsible for conducting your own due diligence on Influencers or Agencies before entering into any Collaboration Agreements.

6.5. Interactions with Influencers and Agencies: Your interactions and negotiations with Influencers and Agencies on or outside the Platform are solely your responsibility. Sale Saathi is not involved in the negotiation, execution, or enforcement of any Collaboration Agreements.

7. Specific Terms for Agencies

‍7.1. Access to Platform: Agencies, as and when onboarded, can generally access and use the core features of the Platform free of charge to discover and connect with Influencers and/or Brands. Sale Saathi reserves the right to introduce premium features or subscription plans for Agencies in the future, subject to providing notice and obtaining consent as required.

7.2. Agency Profile and Information: You are solely responsible for the accuracy, completeness, and truthfulness of your Agency profile information and any Content you submit or make available on the Platform.

7.3. Representations and Warranties by Agencies: By using the Platform, you represent and warrant that:
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a. You have the full right, power, and authority to enter into this Agreement and any Collaboration Agreements on your own behalf or on behalf of your clients (Brands or Influencers).
b. All information provided by you relating to your Agency or your clients is accurate, complete, and not misleading.
c. You have obtained all necessary consents, permissions, and authorizations from your clients (Brands or Influencers) to represent them, upload their data, conduct searches, initiate communications, or enter into any agreements on their behalf through the Platform.
d. You will comply with all applicable laws, regulations, and advertising standards (including guidelines issued by advertising regulatory bodies like ASCI in India) when managing campaigns or interacting with other Users on behalf of your clients.
e. You will use the Platform and information obtained from other Users solely for legitimate business purposes related to your agency services. f. You meet the minimum age requirement of 18 years to use the Platform.

7.4. Client Data and AI Usage: When using AI features on behalf of your clients (e.g., generating pitch decks for Influencers or analyzing Brand websites for campaign planning), you confirm that you have the necessary rights and permissions from your clients to submit such data to the Platform and utilize the AI output. You are responsible for reviewing and verifying the accuracy of any AI-generated output before relying on it or sharing it with your clients.

7.5. Interactions with Influencers and Brands: Your interactions and negotiations with Influencers and Brands on or outside the Platform, whether on your own behalf or on behalf of your clients, are solely your responsibility. Sale Saathi is not involved in the negotiation, execution, or enforcement of any Collaboration Agreements or any agreements between you and your clients.

7.6. Ethical Conduct: You agree to maintain high ethical standards in all your dealings on the Platform and not engage in any activities that could harm the reputation of Sale Saathi, other Users, or the Platform.

7.7. Use by Minors Prohibited: The Platform is strictly intended for individuals who are 18 years of age or older. Minors are prohibited from accessing or using the Platform. If Sale Saathi becomes aware that a User is a minor, Sale Saathi reserves the right to immediately terminate that User's account and remove any associated User Content and data.

7.8. Parental/Guardian Responsibility: If you are a parent or guardian and you become aware that your child has provided Us with personal information or is using the Platform without your consent, please contact Us immediately using the details provided in the Grievance Redressal section. Sale Saathi will take steps to remove the minor's account and information.

7.9. No Liability for Minor's Access: Sale Saathi shall not be liable for any damages or issues arising from a minor's unauthorized access to or use of the Platform, including any misrepresentations by a minor regarding their age.

8. User Content and Licenses

8.1. User Ownership of Content: You retain all ownership rights to your User Content that you upload, submit, or transmit through the Platform.

8.2. License to Sale Saathi: By submitting User Content on or through the Platform, you grant Sale Saathi a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the operation, promotion, and improvement of the Platform and Sale Saathi's business. This license includes, but is not limited to, the right for the AI to process, analyze, and train on your User Content to provide and enhance the Platform's features, such as matching, analytics, and pitch deck generation.

8.3. License to Other Users: By making your User Content (e.g., Influencer profile information, Brand requirements, Agency profiles, public pitch decks) publicly available on the Platform, you grant other Users a limited, non-exclusive license to access and view your User Content solely for the purpose of using the Platform's intended functionalities (e.g., Brands/Agencies reviewing Influencer profiles, Influencers/Agencies reviewing Brand information).

8.4. AI Output License: Sale Saathi owns the Intellectual Property Rights in the AI algorithms and the Platform's generated output, excluding the underlying User Content. Sale Saathi grants Users a limited, non-exclusive license to use the AI-generated output (e.g., matching recommendations, pitch decks) for their internal business or personal purposes as intended by the Platform. You may not reverse engineer, decompile, or otherwise attempt to extract the underlying algorithms or training data of the AI.

8.5. Content Standards and Prohibited Content: You agree not to upload, submit, or transmit any User Content that:
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a. is illegal, fraudulent, or promotes illegal activities;
b. is harmful, harassing, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
c. infringes upon the Intellectual Property Rights or other proprietary rights of any third party;
d. violates any law for the time being in force;
e. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
f. impersonates another person;
g. contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource;
h. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
i. Depicts or promotes the use of the Platform by minors.*

8.6. Content Monitoring and Removal: Sale Saathi reserves the right, but has no obligation, to monitor User Content posted on the Platform. Sale Saathi has the right to remove or disable access to any User Content that it deems, in its sole discretion, to be in violation of this Agreement or harmful to the Platform or its Users. Sale Saathi shall also remove or disable access to unlawful content as required by applicable law and in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, upon receiving a valid notice or court order.

9. Intellectual Property Rights

9.1. Platform Ownership: Sale Saathi exclusively owns all rights, title, and interest in and to the Platform, including all Intellectual Property Rights therein. This includes, but is not limited to, the gripp.ai website, the AI, software, algorithms, databases, design, text, graphics, logos, trademarks, and all other elements of the Platform.

9.2. Restrictions: You are prohibited from using any of Sale Saathi's trademarks, logos, or other proprietary information without Our express written consent. You may not use the Platform's Intellectual Property Rights in connection with any product or service that is not Sale Saathi's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Sale Saathi.

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10. User Conduct and Prohibited Activities

10.1. You agree to use the Platform solely for the purposes intended and in accordance with this Agreement and applicable laws.
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10.2. You shall not engage in any activity that:
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a. constitutes a criminal offence or gives rise to civil liability;
b. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";
c. involves the collection of any personally identifiable information, including account names, from the Platform;
d. involves scraping or otherwise extracting data from the Platform without Our express permission;
e. interferes with or disrupts the integrity or performance of the Platform or the data contained therein;
f. attempts to gain unauthorized access to the Platform or its related systems or networks;
g. bypasses any measures used to prevent or restrict access to the Platform;
h. duplicates, licenses, sublicenses, publishes, broadcasts, transmits, distributes, performs, displays, sells, rebrands, or otherwise transfers information found on the Platform (excluding Content submitted by you) except as permitted in this Agreement;
i. uses the AI features to generate or disseminate misleading, false, or harmful content, including deepfakes or synthetic media, in violation of applicable laws and guidelines.
j. engages in any form of fraudulent activity, including misrepresenting your identity, qualifications, or the nature of your services or brand/agency.
k. (For Agencies) Submitting information or engaging in activities on behalf of a client without their express, verifiable authorization.
l. Facilitates or encourages the use of the Platform by individuals under the age of 18.

11. Disclaimers

11.1. "As Is" and "As Available": The Platform and all services provided through it are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. No Warranty of Accuracy or Completeness: Sale Saathi makes no warranty or representation regarding the accuracy, completeness, reliability, or timeliness of any Content on the Platform, including Influencer profiles, Brand information, Agency profiles, or AI-generated output, including that obtained through website analysis.

11.3. No Warranty of Platform Availability: Sale Saathi does not warrant that the Platform will be available at all times, uninterrupted, secure, or free from errors, viruses, or other harmful components.

11.4. No Warranty of Collaboration Success: Sale Saathi does not guarantee that Influencers will secure collaborations, Brands will find suitable Influencers or Agencies, or Agencies will find suitable Influencers or Brands, or achieve specific results through the Platform or their marketing objectives.

11.5. Third-Party Interactions: Sale Saathi is not responsible for the conduct of any User (including Influencers, Brands, and Agencies) on the Platform or in connection with the services. Sale Saathi is not a party to any Collaboration Agreements between Influencers, Brands, or Agencies, nor is it a party to any agreements between Agencies and their clients. Any issues or disputes arising from such collaborations or agreements are solely between the involved Users.

11.6. AI Limitations: You acknowledge the inherent limitations of AI technology. The AI's analysis, recommendations, and content generation are based on algorithms and available data, which may not always be accurate, complete, or free from biases. This includes AI's interpretation of publicly available website content which may not capture all relevant information or accurately reflect a Brand's strategies.

11.7. Exclusion of Liability for Minors: Sale Saathi expressly disclaims any and all liability for any access to or use of the Platform by individuals under the age of 18, including any consequences arising from such unauthorized use.

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12. Limitation of Liability

12.1. To the maximum extent permitted by applicable law, in no event shall Sale Saathi, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with:
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a. Your access to or use of, or inability to access or use, the Platform;
b. Any conduct or content of any third party on the Platform, including without limitation, any defamatory, offensive, or illegal conduct of other Users or third parties;
c. Any content obtained from the Platform;
d. Unauthorized access, use, or alteration of your transmissions or Content;
e. Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform by any third party;
f. Any errors or omissions in any Content; or
g. Any dispute or conflict between Users (including Influencers, Brands, or Agencies).
h. Any access to or use of the Platform by individuals under the age of 18.
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12.2. In no event shall Sale Saathi's aggregate liability for all claims relating to the Platform exceed the greater of One Thousand Indian Rupees (INR 1000) or the amount you paid Sale Saathi, if any, in the last twelve (12) months.
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12.3. This limitation of liability shall apply regardless of the legal theory, including contract, tort (including negligence), strict liability, or any other basis, even if Sale Saathi has been advised of the possibility of such damages.


13. Indemnification

13.1. You (whether an Influencer, Brand, or Agency) agree to indemnify, defend, and hold harmless Sale Saathi, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or in connection with:

a. Your access to or use of the Platform;
b. Your User Content or any other information you submit, post, or transmit through the Platform;
c. Your violation of any term of this Agreement, including your representations and warranties;
d. Your violation of any third-party right, including without limitation any Intellectual Property Right, privacy right, or publicity right;
e. Your interactions or agreements with Brands or Influencers found through the Platform, including any breach of a Collaboration Agreement;
f. Your (if an Agency) breach of any agreement with your clients, or your failure to ensure your clients' compliance with relevant laws and regulations;
g. Your use of the AI features, including any pitch decks generated through website analysis;
h. Your violation of any applicable law or regulation.
i. Any access to or use of the Platform by an individual under the age of 18 using your account or credentials.


14. Payment Terms and Taxes

14.1. Subscription Fees (for Influencers): Premium Influencers agree to pay the Subscription Fees as detailed on the Platform. All fees are exclusive of applicable taxes, duties, and levies, which shall be borne by the Influencer. As of the Effective Date, there are no subscription fees applicable to Brands or Agencies for basic access to the Platform, but Sale Saathi reserves the right to introduce such fees in the future with prior notice.

14.2. Tax Responsibility: You are solely responsible for complying with all applicable tax laws in India, including those related to income tax, Goods and Services Tax (GST), or any other taxes arising from your activities on the Platform.

14.3. Influencer Tax Obligations: If you are an Influencer, you are responsible for calculating, collecting, and remitting any applicable taxes on payments received from Brands or Agencies through collaborations facilitated by the Platform, as per Indian tax laws. Sale Saathi is not responsible for the tax compliance of Influencers regarding their earnings from collaborations.

14.4. Brand/Agency Tax Obligations: If you are a Brand or an Agency, you are responsible for complying with any applicable tax obligations related to payments made to Influencers for collaborations, including any requirements for Tax Deduction at Source (TDS) as per the Income Tax Act, 1961. Sale Saathi is not responsible for the tax compliance of Brands or Agencies regarding payments to Influencers.
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14.5. Sale Saathi's Tax Collection: Sale Saathi will collect and remit applicable taxes (like GST) on the Subscription Fees paid by premium Influencers, as required by Indian law.

14.6. Tax Indemnification: You agree to indemnify and hold Sale Saathi harmless from any claims, liabilities, and expenses (including penalties, interest, and legal fees) arising from your failure to comply with your tax obligations under Indian law.


15. Term, Suspension, and Termination

15.1. Term: This Agreement commences on the date you first access or use the Platform (including the gripp.ai website) and continues until terminated in accordance with this section.

15.2. Termination by You: You may terminate this Agreement by deleting your account on the Platform. If you are a premium Influencer, deletion of your account does not entitle you to a refund of any unused portion of your Subscription Fee.

15.3. Suspension or Termination by Sale Saathi: Sale Saathi reserves the right, at its sole discretion, to suspend, restrict, or terminate your access to the Platform or any part thereof, with or without notice, for any reason, including but not limited to:
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a. Violation of this Agreement or any other policies.
b. Violation of any applicable law or regulation.
c. Providing false, inaccurate, or incomplete information.
d. Engagement in fraudulent, abusive, or illegal activities.
e. Non-payment of Subscription Fees (for premium Influencers).
f. Any conduct that, in Sale Saathi's opinion, is harmful to the Platform, other Users, or third parties.
g. Inactivity for a prolonged period.
h. If Sale Saathi becomes aware or has reason to believe that you are under the age of 18.

15.4. Effect of Termination: Upon termination of this Agreement:

a. Your right to access and use the Platform will immediately cease.
b. Your account and User Content may be deleted or retained by Sale Saathi in accordance with its Privacy Policy and applicable law, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 regarding the preservation of information.
c. Any provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
d. Termination of this Agreement does not terminate any Collaboration Agreements entered into between Users.

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16. Governing Law and Jurisdiction

16.1. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
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16.2. Subject to the arbitration clause below, the courts in Kochi, Ernakulam shall have exclusive jurisdiction to entertain any suit, action, or proceeding arising out of or in connection with this Agreement.

17. Dispute Resolution

17.1. Amicable Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or invalidity thereof, shall first be attempted to be resolved amicably through good faith negotiations between the parties. The complaining party shall send a written notice to the other party clearly stating the nature of the dispute. The parties shall meet within 30 days of the notice to attempt to resolve the dispute.

17.2. Arbitration: If the parties are unable to resolve the dispute amicably within 60 days from the date of the written notice, either party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof.

17.3. Arbitration Seat and Venue: The seat and venue of the arbitration shall be Kochi, Ernakulam.

17.4. Arbitration Tribunal: The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties. If the parties fail to agree on a sole arbitrator within 30 days of the request for arbitration, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996].
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17.5. Arbitration Language: The language of the arbitration shall be English.
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17.6. Arbitration Award: The arbitral award shall be final and binding on the parties.

17.7. Injunctive Relief: Notwithstanding the foregoing, nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights or other proprietary rights, or for interim relief pending the appointment of the arbitrator.

18. Amendments to Terms

18.1. Sale Saathi reserves the right to modify, amend, or update this Agreement at any time, in its sole discretion.

18.2. We will notify you of any material changes to this Agreement by posting the updated terms on the Platform with a revised "Effective Date" or by sending a notification to the email address associated with your account.
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18.3. Your continued access to or use of the Platform after the effective date of the revised Agreement constitutes your acceptance of the revised terms. It is your responsibility to review this Agreement periodically for changes.

19. Grievance Redressal

19.1. In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Sale Saathi has appointed a Grievance Officer to address user grievances.

19.2. If you have any complaints or concerns regarding the Platform, User Content, or any violation of these terms, please contact our Grievance Officer with the following details:

a. Your name and contact details;
b. Nature of the complaint;
c. Relevant dates and details;
d. Any supporting documents or evidence.

19.3. Grievance Officer Name: Sagar S. Padayattil

19.4. Grievance Officer Contact Details:
Email: sagar@salesaathi.com
Address: 33/1630 A, Puthiya Road, Vennala P.O., Ernakulam, Kerala, India

19.5. The Grievance Officer shall acknowledge the receipt of your complaint within twenty-four hours and endeavor to resolve the complaint within one month from the date of receipt.

19.6. For complaints related to Prohibited Content as specified in Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Sale Saathi will act upon such complaints and remove or disable access to the information within twenty-four hours of receiving a complaint, where applicable.


20. Miscellaneous

20.1. Entire Agreement: This Agreement, together with the Privacy Policy and any other policies or guidelines incorporated by reference, constitutes the entire agreement between you and Sale Saathi regarding the use of the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter.

20.2. Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Sale Saathi's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

20.3. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that achieves, to the extent possible, the original intent of the invalid or unenforceable provision.

20.4. Force Majeure: Sale Saathi shall not be liable for any failure or delay in performance of its obligations under this Agreement due to causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials, provided that Sale Saathi makes reasonable efforts to mitigate the impact of such event.

20.5. Assignment: You may not assign or transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Sale Saathi. Any attempt by you to assign or transfer this Agreement without such consent will be null and void. Sale Saathi may assign or transfer this Agreement, in whole or in part, without restriction.

20.6. Relationship of Parties: Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between you and Sale Saathi. You agree that you are an independent contractor and not an employee, agent, or partner of Sale Saathi.

20.7. Notices: Any notices or other communications permitted or required hereunder will be in writing and given by Sale Saathi via email to the email address provided in your account or by posting on the Platform. Notices to Sale Saathi should be sent to the attention of the Grievance Officer at the contact details provided above. Notices will be deemed to have been given when received if delivered personally; when delivery is confirmed if transmitted by email; or the day after being sent by recognized overnight delivery service.

20.8. Captions: The captions and headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

20.9. Interpretation: References to "includes" or "including" should be construed as "including without limitation."


Acceptance
By clicking "I Agree," "Sign Up," or a similar button when registering for an account, or by accessing or using the Platform (including the gripp.ai website), you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.