Terms and Conditions of Use
Will these terms ever change?
We constantly try to improve our Services, so we may update this Agreement as we offer new and improved Services. We may modify this Agreement at any time, but we will do our best to bring this to your attention by posting a notice on the website(s). If you don’t agree with the new terms, you should stop using the Services. Your use of the Services in any way following notification of changes by PROTOTION constitutes your acceptance of the terms and conditions as modified. We may suspend or discontinue any part of the Services, or we may introduce new features, impose limits on certain features or restrict access to part or all of the Services at any time. We’ll do our best to provide you notice when we make a material change to the Services that might adversely affect you
You represent and warrant to PROTOTION that:
- you are at least 13 years old;
- all registration information you submit is accurate and truthful;
- you will maintain the accuracy of such information and promptly advise us of any changes;
- if you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on the organization or entity’s behalf and bind it to this Agreement (in which case, the references to “you” and “your” in these Terms will refer to that organization or entity). You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection, use of, and access to the Services, including ensuring that you have permission to communicate with anyone you choose to interact with through the Services.
This Agreement is void where prohibited by law, and the right to access the Services is deemed revoked in such jurisdictions.
Fees and payment; Responsibility for usage charges
Registration and security
As a condition to using Services, you may be required to register with PROTOTION by selecting a password and providing your name and a valid email address. You will provide PROTOTION with accurate, complete, and updated registration information. You may not:
- a. Select or use the name or email address of another person with intent to impersonate that person; or
- b. Use a name subject to any rights of any person other than you without appropriate authorization.
PROTOTION reserves the right to refuse registration of or to cancel a PROTOTION account in its sole discretion.
You will be responsible for maintaining the confidentiality of your account and password. You may not transfer your account to anyone without prior written consent of PROTOTION. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Services, and subject you to state and federal penalties and other legal consequences. PROTOTION reserves the right, but will have no obligation, to investigate your use of the Services in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
The security of your account is very important to us. Please keep your password safe, use your real name and create your own account before using PROTOTION.
Upon creation of an Account, PROTOTION will provide you access to the Prototion Supplier service.
4.1 Prototion Supplier. The Prototion Supplier service allows you to promote, market or advertise (“Promote”) your Digital Goods and sell, distribute or provide (“Deliver”) such Digital Goods to a third-party purchaser (a “Buyer”).
With respect to the Supplier, PROTOTION may require, and you agree to promptly furnish, additional information from you, including, but not limited to, tax identification number, social security number, identity verification, taxpayer information, or other information as the case may be. Failure to promptly provide such additional information to PROTOTION Tech Pvt. Ltd. may result in Account suspension and/or termination.
Fees, Balance Redemption, Taxes, and Conversion
Fees. PROTOTION collects “listing” or “insertion” fees, as transaction fee (the “PROTOTION Fee”) equivalent to 20% multiplied by the sum of (the Retail Price plus applicable shipping and handling fees), plus $0.30 USD. The details of the fees with respect to Digital Goods are as follows:
Digital Goods. With respect to your Digital Goods, you may upload a digital file (including, but not limited to, .mp3, .pdf, .png, .jpeg files) to the Platform and Promote the Digital Good at a retail price determined by you, in your sole and absolute discretion (the “Retail Price”). Upon receiving a Buyer’s offer to purchase the Digital Good, PROTOTION will immediately undertake technological efforts to digitally duplicate the Digital Good (with the result, the “Digital Duplicate”) and purchase such Digital Duplicate from you at a price equivalent to the Retail Price minus the PROTOTION (the resulting amount, the “Wholesale Price”). The Wholesale Price will be paid to you and accumulate as part of your balance (the “Balance”). Upon purchase of the Digital Duplicate from you, PROTOTION takes legal custody of the Digital Duplicate and agrees to sell the Digital Duplicate to the Buyer at the Retail Price plus any applicable Value Added Tax that may be required.
Balance Amount in Prototion Account
Prototion Supplier Balance Amount Terms. For a Prototion Supplier Account, We “PROTOTION, will pay the amount at the end of each month for all sales completed up to end of that month. The Supplier Pay Period ends at every month’s last business day, as determined solely by the date-/timestamp of PROTOTION’s system. You may access information regarding your balance in your Prototion account. In most cases, a deposit initiated by a us may take up to two (2) business days to reach your bank account; provided, however, that payments may be temporarily delayed or withheld in by PROTOTION in certain cases.
Taxes. The purpose of this section is to highlight some of the more important taxation issues that you will need to consider if you are using our platform. You agree to be solely responsible and liable for the proper administration, imposition, collection, reporting, and remitting of all applicable taxes. We emphasise that this information is not intended and should not be used as legal advice. If you are unsure as to your tax responsibilities, then you should seek advice from experts on this subject.
Direct Taxation. It is your personal responsibility to disclose your earnings to your relevant tax authority and you must ensure that you are paying the correct amount of tax. This is particularly relevant for users who are operating as a business.
Conversion. PROTOTION will calculate and render a converted exchange rate in Indian National Rupee (INR), regardless of whether you listed the Retail Price of your Digital Good in a currency other than INR. All transactions, regardless of Digital Good will settle in INR, and, accordingly, your Balance will be denominated and redeemable only in INR. PROTOTION cannot and does not guarantee the accuracy of the exchange rates displayed due to the fluctuating nature of market rates. Accordingly, PROTOTION recommends that you confirm current rates before engaging in any transactions on the Platform.
Restrictions and responsibilities
You warrant, represent and agree that you will not contribute any Content or otherwise use (or encourage anyone else to use) the Services in a manner that:
- infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
- violates any law, statute, ordinance or regulation;
- is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, or otherwise objectionable as reasonably determined by PROTOTION;
- jeopardizes the security of your account in any way, such as allowing someone else access to your account or password;
- attempts, in any manner, to obtain the password, account, or other security information of any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillots, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content;
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services (or the products of PROTOTION’ third party service providers).
PROTOTION reserves the right to terminate access of any third-party application or service to our published or unpublished APIs. PROTOTION reserves the right (but does not have the obligation) to remove any Content from the Services at any time, for any reason (including, but not limited to, if we receive claims or allegations from individuals, companies or authorities relating to that Content or if PROTOTION is concerned that you may have breached the foregoing restrictions), or for no reason at all.
You, not PROTOTION, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise provide using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to PROTOTION and to grant PROTOTION the rights to use such information as provided herein. You will be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You will be responsible for ensuring that such equipment or ancillary services are compatible with the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
CAN-SPAM Act. If you send emails, directly or indirectly, in connection with any Digital Good, then you agree, acknowledge, represent and warrant that all such emails, and procurement of email addresses thereto, shall be in compliance with all applicable federal, state, and international laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act and the Children's Online Privacy Protection Act.
Telephone Consumer Protection Act. If you send, initiate or procure a “call” (as that term is defined by the Telephone Consumer Protection Act), directly or indirectly, in connection with any Digital Good, you agree, acknowledge, represent and warrant that you have obtained all necessary consents and authorizations under, and will be in full compliance with, applicable laws and regulations, including without limitation regulations issued by the Federal Trade Commission, Federal Communications Commission, and state laws related to anti-spam, text messages and Do-Not-Call Registries.
Data download and security
- The person using PROTOTION website may view, reproduce or store copies of articles, provided that the articles are used only for that person’s personal, non-commercial use. If you believe your work has been reproduced at the Site in a way that constitutes copyright infringement, please notify us by sending an e-mail to email@example.com.
- Any content provided to or via the website(s) in whole or in part must include the customary bibliographic citation, including author attribution, date, article title, the URL, and MUST include a copy of the copyright notice.
- The PROTOTION, Prototion and other products under PROTOTION’s name and logo are trademarks of PROTOTION Tech Private Limited. Any use of said trademarks in connection with the sale, distribution, or advertising of any goods or services is strictly prohibited.
- We reserve the right to suspend, terminate or prevent your registration at our sole discretion if we consider you to have breached or likely to breach these Terms and Conditions of Use, or if someone has reported abuse.
- We will not share registration information or usage statistics of our users with any third party without express permission. We reserve the right to display the names of subscribed institutions.
- We will make reasonable efforts to keep the website(s) available 24 hours a day, 7 days a week. However, as a result of technical failures, routine maintenance, or other unforeseen circumstances, availability may be limited and we will not be responsible for the non-availability of the website(s). Users should be aware that PROTOTION reserves the right to change, discontinue, suspend or restrict access to all or any part of the website(s) at any time. Reliance on their continued availability is at the user’s risk.
- Links and references to, as well as descriptions of other products, publications or services does not imply endorsement of any kind unless expressly stated by PROTOTION.
Copyright dispute policy; Indemnification
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on or through the Platform, please notify PROTOTION Tech Pvt. Ltd.’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PROTOTION Tech Pvt. Ltd. to locate the material;
- Information reasonably sufficient to permit PROTOTION Tech Pvt. Ltd. to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party must be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Third party service providers
If you are a California resident, you will and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
While using PROTOTION, you may be able to access or use third party services that aren’t part of our product (such as YouTube, Flickr, etc.). PROTOTION shall not be responsible for the content of services or any issues that arise.
Warranty and disclaimer
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PROTOTION OR ITS SUPPLIERS OR SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, DEFAMATION, OR OTHER LEGAL OR EQUITABLE THEORY: 1. FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU TO PROTOTION HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; 2. FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; 3. FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR 4. FOR ANY MATTER BEYOND PROTOTION’ REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
While we are here to support you, we are not liable for anything that happens because of our Services.
This Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services or your account at any time by deleting your account in your account settings tab or by contacting us at firstname.lastname@example.org.
If you become a user through an Organization, and you request that PROTOTION delete your account, PROTOTION may notify the of your deletion request. PROTOTION may disable or terminate your access to the Services or your account at any time, for any reason (for your violation of any term of this Agreement or without cause), and without warning or notice, which may result in the forfeiture of all information associated with your account. Upon termination of your account, your right to use the Services and any Content will immediately cease; however, PROTOTION may retain messaging data or other data and information pursuant to this Agreement, as necessary for auditing purposes, and as required by law. All provisions of this Agreement which, by their nature, should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. You can delete your PROTOTION account online at any time.
Choice of law and arbitration
This Agreement will be governed by and construed in accordance with the laws of the India without regard to the conflict of laws provisions thereof.
Any dispute arising from or relating to the subject matter of this Agreement will be resolved by arbitration in India.
The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. PROTOTION will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is not assignable, transferable or sub licensable by you except with PROTOTION’ prior written consent. PROTOTION may transfer, assign or delegate this Agreement and its rights and obligations without your consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the PROTOTION website(s) will be deemed accepted upon use thereafter by you. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. You do not have any authority of any kind to bind PROTOTION in any way whatsoever.