3.1. Prospect Wiki reserves the right to set rules for and manifest limitations on the use of our services. We also reserve the right to alter these at any time, as per our sole discretion, with or without notice. We may change or discontinue any of our services, temporarily or permanently. We don’t stand liable to our user/subscribers or any third party for any of the above or removal of content from the Services. User/subscribers shall not recreate, copy, sell, resell or use any of the services or content thereof, wholly or partially, or the access to our services. The user/subscriber agrees to abide by the stipulations in all the applicable treaties, laws, rules and regulations. We do not provide any warranty for the information we provide being accurate or complete, and will not constitute a warranty or representation by Prospect Wiki. User/subscriber agrees to use our Services for lawful purposes only. We strictly forbid the use of our Services for or together with the distribution, transmission, storage or retrieval, of any information, data, or other material in a way that violate any applicable law or regulation.

3.2. User/subscriber agrees never to:

• • License, sublicense, assign, sell, resell, transfer, reproduce, duplicate or exploit any portion of the service in any way for any commercial use, or use on behalf of any third party;
• • Use our services in a way or for any purpose that is prohibited by the law of the land.
• • Modify, adapt, or hack the service or modify another website so as to falsely imply that it is associated with our service;
• • Upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the service;
• • Impersonate another person (including Prospect Wiki personnel) or otherwise misrepresent your affiliation with a person or entity, act fraudulently, hide or attempt to hide your identity, or misrepresent the source or content of information;
• • Allow someone to use his/her login details or account information.
• • Use our services to post or send unsolicited bulk emails.
• • Breach the security or tamper with the operations of Prospect Wiki, out of intention, negligence etc.
• • Use of bots, crawlers, or spiders, or other methods, to access/collect any data, server, or account that he/she is not authorized to.
• • Upload or distribute or facilitate distribution of any content, including but not limited to text, communications, software, images, sounds, data, or other information that: (a) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates Prospect Wiki's rules or policies; (b) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, color, creed, ethnicity, age, or disability.
• • Test the vulnerability or violate the security or authentication measures of any system or network; or
• • Interfere with the Services we provide to anyone else.

4.1. Some areas of Prospect Wiki allow business owners to add their business information, software product details including their pictures, video reference link and Specifications. All the above are referred to as “User Content”.

4.2. You acknowledge and agree that you are solely responsible for all the Content that you upload and make available through Prospect Wiki. You represent and warrant that: (i) you either are the owner of all User Content that you make available through Prospect Wiki or you have all rights, licences, consents that are necessary to grant to Prospect Wiki the rights in such User Content; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of such content or Prospect Wiki's use of the your Content does not infringe or violate any third party's patent, copyright, trademark, trade secret or any other proprietary or intellectual property rights, or result in the violation of any applicable law or regulation.

Information control: Prospect Wiki generally will not review, edit or delete any content posted by Users on Prospect Wiki. But it reserves the right to modify or delete such content which is considered offensive, harmful, inaccurate, or deceptive although such content is prohibited from being posted on Prospect Wiki.

4.3. By using Prospect Wiki services, you agree that Prospect Wiki is not responsible for any acts or omissions of Users. Please use caution, common sense, and practice safe dealings while using Prospect Wiki.

Prospect Wiki reserves the right to end a part of or the entire subscription without any explanation or prior notice, in its sole discretion. A user/subscriber hereby acknowledges and agrees that Prospect Wiki has the right to block access to services and/or instantly deactivate/delete a user’s account, information, and files . Any termination of access to the Services does not make Prospect Wiki liable to the user or any third party.

6.1. The user acknowledges and agrees that the Services and their content, organization, compilation, digital conversion, magnetic translation, and other matters related to the website and software used contain proprietary information protected by applicable IP and other laws. Between the user/subscriber and Prospect Wiki, the latter owns all rights, title and interest in and to all this proprietary information subject only to the express licenses granted herein. Unless expressly authorized by Prospect Wiki, you may not modify, rent, lease, loan, distribute, transmit, sell, publish or create derivative work based on the Services or Software, wholly or partially. This Agreement or registering and using Prospect Wiki Software and Services does not create any Agency, Employer-Employee, or any other type of relationship between you and Prospect Wiki.

6.2. Within the purview of these terms, Prospect Wiki grants to the user/subscriber a personal, non-transferable, non-exclusive, limited right to access (and use) our Software and Services on a single computer. This is subject to the stipulation that the user/subscriber does not (and do not allow any third party to) copy, modify, reverse engineer, create a derivative work of reverse assemble or otherwise attempt to discover any source code, sell, distribute, assign, sublicense, transfer any right in the Software or grant a security interest in it. User/subscriber agrees not to alter/modify the Software in any way, or to use any versions of the Software, including (without limitation) for obtaining unauthorized access to the Services.

In case there’s any potential violation of the letter or intent of the terms or conditions herein, Prospect Wiki reserves the right to suspend or terminate, temporarily or permanently, any or all the services provided by us. User/subscribers who breach these Terms may incur criminal and/or civil liability. Prospect Wiki may refer the violators to civil or criminal authorities for prosecution. Also, Prospect Wiki promises to cooperate fully with the authorities in connection with the investigation of any civil or criminal violations.

You acknowledge and expressly agree that use of Prospect Wiki is at your sole and own risk. The user/subscriber agrees to indemnify, defend, and keep free from harm, Prospect Wiki, its affiliates, employees, consultants, and agents from all claims, liability, damages and/or costs (including attorneys' fees and legal costs) that may arise from (a) the use of the Services or Software by the user/subscriber; (b) acts or omissions by you arising out of or in connection with this agreement; (c) intentional or negligent violations by you of any applicable laws or governmental regulation, (d) contractual relations between you and a third party; or (f) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright. Prospect Wiki reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Prospect Wiki in asserting any available defence. You shall not settle any indemnified claim without Prospect Wiki's prior written consent.

Any payment done by the user/subscriber will not prevent Prospect Wiki from obtaining legal or equitable remedies against him/her.

User/subscriber expressly understands and agrees that:

9.1. The use of the services and the software is at user/subscriber’s sole risk. Prospect Wiki provides the services and the software on an "as is" and "as available" basis free of any charges. We expressly disclaim all warranties of any kind, whether implied or express, including, but not limited to the implied warranties of non-infringement, fitness for a particular purpose, and merchantability.

9.2. Prospect Wiki does not warrant (i) the services or the software meet the user/subscriber’s expectations, (ii) the services or the software being timely, uninterrupted, secure, or accurate or (iii) the rectification of any errors in the services or software.

9.3. When the user/subscriber downloads/obtains any material through the use of the services, he/she does so at his/her own discretion and risk and that he/she will be solely responsible for any damage to his/her computer system or loss of data that results from the download of any such material.

9.4. No oral advice or written information given by Prospect Wiki and its employees, licensors or the like, will create a warranty; nor may you rely on any such information or advice. Please inform us if you notice any infringing content on Prospect Wiki. We will remove the same at the earliest possible.

9.5. The services provided by Prospect Wiki are Internet-based. You acknowledge and agree that Prospect Wiki cannot control the flow of data between its servers, other portions of the Internet and your connections and computers. Such flow depends in large part on the performance of Internet products provided or controlled by third parties. At times, actions or inactions caused by these third parties can impair your connections to the Internet. Although Prospect Wiki will use its commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, it cannot guarantee that they will not occur.

9.6. Prospect Wiki reserves the right to deny Users access to the service from time to time in order to perform routine or emergency maintenance, bug fixes or upgrades. Prospect Wiki shall use commercially reasonable efforts to notify users of anticipated material disruptions in the services and shall make commercially reasonable efforts to schedule such activities at non-peak user hours.

User/subscriber agrees that Prospect Wiki shall not be liable for any damage; direct, indirect, special, incidental, exemplary or consequential, including but not limited to, loss of goodwill, profits, use, data or other intangibles (even if Prospect Wiki has been made aware of the possibility of such damages), resulting from: (i) ability/inability to use the services and/or the software; (ii) the procurement cost of substitute goods and services deriving from the services and/or the software; (iii) unauthorized access to or alteration of user/subscriber account by anyone other than Prospect Wiki; (iv) any third party statements or conduct on the services; or (v) any other matter relating to the services or software.

11.1 In the event that any provision of these Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. Should any portion of these terms and conditions be found invalid by a court of competent jurisdiction, the remaining provisions of terms and conditions hereof shall continue in full force and effect.

11.2 The failure of Prospect Wiki to exercise or enforce any right or provision of the Terms and conditions shall not constitute a waiver of such right or provision.

11.3 This Terms and conditions constitute the entire agreement between you and Prospect Wiki and govern your use of Prospect Wiki, superseding any prior agreements between you and Prospect Wiki (including, but not limited to, any prior versions of the Terms and conditions).

Prospect Wiki is hosted and operated by Prospect Wiki from the server in India. User/subscriber agrees to comply with all rules & regulations regarding online conduct and acceptable Content. If you choose to access Prospect Wiki from other locations you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to and use of Prospect Wiki from jurisdictions where the contents of Prospect Wiki are considered illegal or penalized, is prohibited. The user/subscriber agrees to comply with all applicable laws governing the transmission of technical data exported from India or the country in which you reside.

13.1. These Terms and conditions shall be governed by laws of India, without reference to its conflict of principles. Any claim or dispute between you and Prospect Wiki arising out of or relating to this Terms and Conditions Agreement, or a breach, termination or invalidity thereof, the parties hereto agree first to try to settle it by mutual discussion between CEO/SBU head of Prospect Wiki and CEO of the user company. If settlement is not reached within 30 days, any unresolved dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with its Arbitration and conciliation Act, 1996 and subsequent amendment thereto. . Arbitration shall be conducted in English, at Salem, Tamilnadu state, India. Parties shall bear their own arbitration expenses.

13.2. Except for the purpose of obtaining urgent interlocutory or declaratory relief from a court of competent jurisdiction, no party shall commence any proceedings in any court, tribunals or otherwise without first providing a Dispute Notice and complying with the Arbitration process set out in this clause.

13.3. You are solely responsible for your interactions and purchases. Prospect Wiki reserves the right, but shall have no obligation, to monitor disputes between business owners and service purchasers. Purchasers are required to lodge claim against business owner concerned, for recovering their losses or damages in case there is any issue pertaining to the product or service. Prospect Wiki will not be a party to such User Disputes.

14.1. Force Majeure: The parties shall be released from their respective obligations in the event of natural calamities, national emergency, war, prohibitive governmental regulation or any other cause beyond the reasonable control of the parties. However, all payments due have to be paid by the party concerned.

14.2. Assignment: You may not assign rights under this Agreement, to any third party, without Prospect Wiki's prior written consent. Any such assignment or transfer without such consent will make the assignment/transfer null and void. Prospect Wiki may assign or transfer its rights under this Agreement, at its sole discretion, without restriction, to provide the agreed services to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

14.3. Notice: Any notice required to be given or otherwise given pursuant to this Agreement by the parties concerned, shall be in writing and shall be sent through email to the email ID provided by you at the time of registration, or hand delivered, mailed through Postal mail service, or delivered through courier service to the address mentioned in the website in case of Prospect Wiki and to the address provided by the user/subscriber at the time of registration. In providing the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an email that the email was sent to the specified email address of the addressee. Notice will be deemed received and properly served 24 hours after an email is sent or 10 days after the date of posting of any letter.

14.4. Survival: Intellectual Property Rights, Indemnity, Disclaimer and Warranty, Limitation of Liability and other provisions which are capable of surviving, shall survive the termination of this Agreement.

14.5. Interpretation: In this Agreement, Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section; singular includes the plural and vice-versa; reference to a person includes any corporation or body corporate; a reference to this Agreement means this Agreement as amended, novated, supplemented, varied or replaced from time to time.

If you have any complaints or require any clarifications regarding these Terms, please submit your complaints or queries via an email to support@prospectwiki.com