EVOLV™ SERVICE AGREEMENT

Version: 1/2023


GENERAL TERMS AND CONDITIONS

1. INTRODUCTION AND BACKGROUND

CII-Evolv™ and its affiliate entities including data providers StrategyR™ and ZING™, (hereinafter "Evolv™" or "we"), is an Indian-owned non-profit powerhouse, Confederation of Indian Industry (hereinafter called “CII™”). These Evolv™ General Terms and Conditions (hereinafter the "Terms") set out the terms and conditions applicable to and in connection with the use of Evolv™ Services and content. Accordingly, in these Terms, “Evolv™ Services” refer to but not limited to Evolv™ conference, and online events. Datagraphics, content on markets and dashboard data presented on Evolv™ website is licensed content from StrategyR™ and ZING™. Opt-in enrichments provided by participants will be owned by StrategyR™ and ZING™. You may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to StrategyR™ and ZING™ without obtaining the prior written consent of the owner of such proprietary rights. We kindly ask you to read these Terms carefully and note that Evolv™ may, from time to time, amend these Terms.

2. USE OF EVOLV™ SERVICES

2.1 Users: : Evolv™ Services can be used by an individual user (“Individual User”) or by an authorized representative of a legal entity (“Business User”). The Business User confirms that the legal entity accepts these Terms and that the Business User has the right to represent such entity for the purposes of these Terms. Individual User and the Business User hereinafter together referred to as the "User", or “you”. By using and/or registering to Evolv™ Services, the User accepts and agrees to comply with and be bound by these Terms.

2.2 User Accounts: The User may register for Evolv™ Services by filling in the registration form and creating a profile (hereinafter the “User Account”) on Evolv™ Services. When registering to Evolv™ Services, the User is responsible for providing accurate and complete registration data and other information as requested by Evolv™. The User may later modify the information provided at the registration phase via personal User Account settings. Subject to a due registration to Evolv™ Services and compliance with these Terms, Evolv™ grants the User a limited, non-exclusive, non-transferable, and non-sublicensable right to use Evolv™ Services as offered to you by Evolv™ from time to time for the purposes set out herein. Such granted right shall be valid for as long as the User uses Evolv™ Services in accordance with these Terms. Users shall use all reasonable care and endeavors to prevent unauthorized access to, or use of, the User Account. In the event of, or if the User has justified reasons to suspect any unauthorized access or use of the User Account, or if the User’s password has been disclosed to a third party, the User shall promptly notify Evolv™ thereof. Evolv™ reserves the right to terminate and remove a User Account at any time, for example, in case Evolv™ deems that the User has breached these Terms, added misleading, inaccurate, inappropriate, unauthorized or illegal content to Evolv™ Services or caused harm to us or the other Users of Evolv™ Services.

2.3. Use Restrictions: The User having a User Account is not permitted nor entitled to do any of the following:

  • Sign up for a User Account on behalf of someone else;
  • Use the User Account for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
  • Use the User Account in violation of applicable laws;
  • Use the User Account in ways that violate intellectual property rights, confidential information, business secrets, trade secrets or privacy of third parties;
  • Use the User Account to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment;
  • Any other similar use or action as mentioned above.

3. USER CONTENT ON EVOLV™ SERVICES

In connection with the registration and use of Evolv™ Services, Users may submit content, data and information, including without limitation text, photographs and information through the chat function, to Evolv™ Services (“User Content”). The User is solely responsible for all content that the User uploads/transmits to Evolv™ Services, including ensuring that it has all relevant rights to the User Content. In case Evolv™ reasonably deems that any User Content violates these Terms, intellectual property rights or applicable law, Evolv™ reserves the right to remove such User Content at any time and at its own discretion. Accordingly, the User agrees and acknowledges that Evolv™ does not assume any liability or responsibility in respect to any User Content, and the User shall at all times ensure that the User Content does not infringe any rights of third parties or any applicable law. Furthermore, the User Content shall not be offensive, threatening, libelous, defamatory or otherwise inappropriate. For clarity, Evolv™ is not responsible and shall not be held liable for any User Content, nor does Evolv™ endorse any opinion contained in any User Content. Evolv™ expressly disclaims any responsibility for the backup and/or retention of any User Content, and Evolv™ Services shall not be used for back-up purposes of any User Content. Evolv™ shall have the right to generate anonymous user data and statistical data from the User Content and use of the User Account. Evolv™ shall reserve all rights to such anonymized data.

4. INTELLECTUAL PROPERTY

Evolv™ owns and retains all intellectual property rights, including ownership of whatever IPR or confidential information, including know-how and trade secrets, in Evolv™ Services. Evolv™ reserves all rights not expressly granted under these Terms. Evolv™'s brand name and logo are owned by Evolv™, and may not be copied, imitated or used without prior written consent of Evolv™. Nothing in these Terms shall constitute a transfer of any intellectual property rights or other rights of Evolv™ to the User. It is strictly forbidden for any company, organization or User to attempt to host or organize any event, online or other, in conjunction with, contiguous to or purporting to be related to Evolv™ without prior written consent (if any) and co-operation of Evolv™ provided at its sole discretion.

5. PERSONAL DATA

Evolv™ collects and processes data, including personal data, in relation to User’s registration to and use of Evolv™ Services in accordance with its Privacy Policy in force from time to time. If registration for the Evolv™ side event of the Business User takes place on Evolv™ platform (not redirecting to other registration site), the Business User and Evolv™ shall be joint controllers for the personal data processed for the purpose of the event registration. In this respect, the Business User and Evolv™ agree that the data subjects shall be informed of personal data processing necessary for registration, their rights and point of contact by Evolv™ Privacy Policy referred to in the paragraph above. Evolv™ and the Business User shall be independently liable for taking the reasonable steps to implement and maintain appropriate technical and organizational measures and documentation to ensure that the processing actions they perform will meet the requirements of applicable data protection regulation and ensure the protection of the rights of the data subject(s).

6. CANCELLATION, POSTPONEMENT AND SUBSTITUTION POLICY

Evolv™ accepts no responsibility or liability whatsoever for any loss or damage of any kind incurred as a result of substitution, alteration, cancellation, rescheduling or postponement of Evolv™ Services. In case of an unforeseen or exceptional incident, restriction or another circumstance likely having an effect on Evolv™ Services, Evolv™ reserves the right to make changes to the dates and time for all parts of Evolv™ Services. In case of cancellation or rescheduling any Evolv™ Service for a new date and/or time, Evolv™ may, at its sole discretion, transfer the service to be valid on such a new date and/or time, or reimburse costs related to Evolv™ Services and paid by the User to Evolv™ upon the User's request within a reasonable time limit specified by Evolv™ on a case-by-case basis. After such reasonable time limit without the User having contacted Evolv™ about the reimbursement, which shall be at least thirty (30) days, has expired Evolv™ will not be liable for any refund or reimbursement. For the avoidance of doubt, Evolv™ reserves the right to make changes to Evolv™ Services and thereto related schedules. Please note that while speakers and topics may be confirmed throughout the year, circumstances beyond the control of Evolv™ may necessitate substitutions, alterations or cancellations of the speakers and/or topics. As such, Evolv™ reserves the right to change and/or modify the advertised time schedule and line up of speakers and/or topics if necessary without any liability to the User whatsoever. Any substitutions or adjustments to the foregoing will be updated on Evolv™'s channels as soon as possible.

7. LIABILITY

Evolv™ will make commercially reasonable efforts to keep Evolv™ Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Evolv™ reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Evolv™ Services. To the maximum extent allowed by applicable laws, Evolv™ shall not be liable for any direct, indirect or consequential damages arising from or relating to these Terms, Evolv™ Services, or Users participation to Evolv™ Conference and/or registration to Evolv™ Services, or any thereto related activity or participation. However, the limitations set out herein shall not apply to damage caused by willful misconduct or gross negligence. In order for the claim not to be forfeited, all claims for damage must be made within thirty (30) days from the date that the damage was or should reasonably have been noticed by the User.

8. FORCE MAJEURE

Evolv™ will not be liable to the User for any breach, omission, delay or non-performance of its obligations in any event of Force Majeure. Force Majeure shall mean any event mentioned below or any other event, impediment or circumstance occurring within or affecting Evolv™, which:

  • Is not within reasonable control of Evolv™;
  • Could not reasonably have been avoided or overcome without unreasonable expense and/or loss of time to Evolv™;
  • Is not attributable to Evolv™. If such a Force Majeure Event results in delay or non-performance of Evolv™ Services for a period of sixty (60) days or longer, then Evolv™ will, notwithstanding 5 (6) W/11651606/v4 anything to the contrary, have the right to cancel Evolv™ Services without liability towards the Users.

For the purposes of these Terms, examples of “Force Majeure Events” include, but are not limited to, the following events and circumstances

  • Any act of war (whether declared or undeclared), invasion, hostilities, armed conflict, armed attack or act of foreign enemy, blockage, embargo, revolution, riot, insurrection, civil commotion, act of terrorism or sabotage;
  • Hybrid warfare or hybrid influencing activities by state or non-state actors;
  • Cyberattacks;
  • Act of authority whether lawful or unlawful, compliance with any law or governmental order, rule regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works nationalization;
  • Strikes or go-slows and lock outs that are widespread or nation-wide;
  • Natural events including but not limited to lightning, fire, earthquake, flood, storm, ice, cyclone, typhoon or tornado; and epidemic or other outbreaks of diseases; or
  • Radioactive contamination, ionizing radiation, explosion or chemical contamination or
  • Sanctions, restrictions, prohibitions, disturbances or interruptions or other circumstances materially restricting air travel or other forms of international travel.

9 . MISCELLANEOUS

These Terms only cover Evolv™ Services and the use thereof, and any and all linked third-party services and platforms are provided by the relevant third parties and covered by their terms of use or other agreement or license. Evolv™ does not assume any liability with regard to use of such third-party services and platforms, whether or not they are linked to Evolv™ Services. The content on Evolv™ Services, including, but not limited to, the text, graphics, images, links, and other materials are for informational purposes only. Evolv™ does not recommend or endorse any specific information that may be mentioned on Evolv™ Services. Reliance on any information provided on Evolv™ Services is solely at the User’s own risk. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. No agency, partnership, or employment is created as a result of these Terms.