“Graphy Experts” is an online directory of independent third parties (“Experts”) who can help Users (as defined in our Terms of Service) build and operate their Page (as defined in our Terms of Service) on the Platform (as defined in our Terms of Service).
These Graphy Expert Terms and Conditions (“Expert Terms”) are applicable to (i) all persons who apply to become ‘Expert(s)’ and (ii) all Experts on the Platform, (collectively referred to as “you” / “your”).
When we speak of “Graphy”, “we”, “us”, and “our”, we collectively mean Sorting Hat Technologies Private Limited – a company incorporated in India and Graphy INC – a company incorporated in the State of Delaware, USA, and its affiliates. Kindly refer to the “About Graphy ” section below to know which of the aforesaid Graphy entities will your Expert Agreement (defined below) be with.
Capitalized terms not defined in these Expert Terms shall have the meaning set forth in our Platform Terms.
We may change these Expert Terms from time to time and will post any changes on the Platform or notify you via email, at our option, as soon as such changes are in effect. You are advised to check our Platform frequently to see recent changes and to keep yourself updated with the most recent updates.
- About Graphy: Graphy Platform is owned by Sorting Hat Technologies Private Limited, a company incorporated under the (Indian) Companies Act, 2013, having its registered office at Maruti Infotech Centre, 3rd Floor, A-Block, Domlur, Koramangala Inner Ring Road, Bangalore- 560 071, Karnataka, India (“Graphy India”). The Platform is managed and operated by Graphy India for Indian territory, and managed and operated by Graphy INC, a US corporation, having its registered office at Vistra (Delaware) Ltd, 3500, South Dupont, HWY, Dover, Kent, DE 19901, Delaware, USA (“Graphy Inc”) in respect of territories outside India.
Accordingly, (i) if you are visiting / registering on the Platform/ using any of the Services (as defined in our Terms of Service) from India, then, your Expert Agreement shall be with Graphy India, and (ii) if you are visiting / registering on the Platform/ / using any of the Services (as defined in our Terms of Service) from any country outside India, then, your Expert Agreement shall be with Graphy Inc.
- Eligibility and Participation: To become an ‘Expert’ on the Platform you must fulfill the below conditions and submit your application with your portfolio, website, and reviews (as available) as per the process detailed on the Platform –
- You must be at least 18 (eighteen) years of age; and
- You must be an active Affiliate on the Platform in accordance with our Affiliate Terms;
Acceptance of your application shall be subject to (i) you fulfilling the above conditions and any other criteria as may be specified on the Platform, and (ii) our evaluation of your portfolio and experience in your field of expertise.
If you are selected as one of our Experts, then you will receive further communication from us via email or another mode of communication. Please note that due to the high volume of interest we may not be able to respond to every application.
- Being an Expert on the Platform:
- If you are selected, we may request certain additional information from you to create your profile on the Platform.
- You may choose to respond to the Users and may also charge a fee for the services rendered by you, at your sole discretion. You shall solely be responsible for your interactions with the User, including without limitation, collection of any fees from the Users. Graphy is only providing an index of Experts from which a User may or may not choose to use the services of an Expert, and Experts may, at their sole discretion, apply to be listed as an ‘Expert’ on the Platform. Graphy is merely an ‘intermediary’ in accordance with the Information Technology Act, 2000 including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Digital Millennium Copyright Act (as amended from time to time) or another equivalent / similar legislation; and does not have any control over the interactions between the Experts and the Users.
- Your conduct with the Users shall be in accordance with the User Guidelines published on the Platform. While we are not obligated to monitor your/Users’ conduct if it is brought to our notice that you have engaged in any kind of harassment of the Users or have violated the User Guidelines and/or any applicable laws, then, as an ‘intermediary’ we reserve the right to take necessary actions in order to comply with our obligation under the Information Technology Act, 2000, or the Digital Millennium Copyright Act (as amended from time to time) or another equivalent / similar legislation; such actions, without limitation, may include, your removal from our Experts directory, refusal to allow access to your account (if any) on the Platform, suspension of Services or your account, terminate your accounts at any time.
- Graphy Experts is merely an online directory of Experts, and Users may or may not choose to use the services of an Expert. Accordingly, neither does Graphy endorse or recommend any Expert, nor does it guarantee you any minimum number of Leads for being an Expert on the Platform.
- You hereby agree to not endorse or otherwise recommend to your Leads any product or service that is the same as or similar to, the Services offered by Graphy, in any manner. You will not make any statements or encourage, induce, or abet anyone else to make any statement, whether written, oral, electronic (whether on social media or other forms of electronic communication), or otherwise, which are negative or disparaging of and/or which might prejudice the goodwill and reputation of, Graphy, its officers, directors, or employees and/or its Services.
- IP Licences and Use:
- License to use Graphy’s Trademark: Subject to the limitations set forth in these Expert Terms, we grant you a non-exclusive, non-transferable, non-assignable, revocable license to use Graphy’s trademark for the sole purpose of promoting Graphy’s Services in accordance with these Expert Terms, Affiliate Terms and/or any terms as may be communicated to you in writing (emails included).
- You shall not alter, modify, or change Graphy’s trademark in any way or use it in any manner that is disparaging or that otherwise portrays Graphy, any Graphy employee, representative, or customer in a negative light. You are only entitled to use Graphy’s trademark in compliance with these Expert Terms, Affiliate Terms, Platform Terms, and/or any terms as may be communicated to you in writing (emails included).
- Your license to use Graphy’s trademark shall immediately terminate upon the termination of your Expert Agreement for any reason. We reserve all of our rights to Graphy’s trademark and your license to use Graphy’s trademark is limited to the manner described herein.
- License to use your Attributes: If you are selected to be an Expert on the Platform, you agree and allow Graphy to use your name, photograph, biographical data, and such other information as provided by you to Graphy (“Attributes”) for the purpose of creating your profile on the Platform. You further agree that Graphy may modify the language of any information provided by you for the purpose of making it uniform with the Platform/ page’s design. Notwithstanding the foregoing, if you feel that any information is not accurately represented, you shall always have the right to request a revision of the same by writing to Graphy at firstname.lastname@example.org
- Representations and Warranties: You hereby represent and warrant to us that:
- You are at least eighteen (18) years of age.
- You have reviewed and understood these Expert Terms and agree to be bound by its terms.
- Your acceptance of these Expert Terms will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other obligations, contractual or otherwise, with/to any person, or entity.
- During the Term, you will not include any content in your promotional content or shall not conduct yourself in a manner, that is, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or in violation of these Expert Terms and/or the Platform Terms.
- Term and Termination: These Expert Terms, and/or any terms as may be communicated to you in writing (emails included) are effective upon your submission of an application to become an Expert on the Platform and shall remain in effect until you continue to be an ‘Expert’ on the Platform (the “Term”). If you do not wish to continue being listed as an Expert on the Platform, then you may terminate your Expert Agreement by writing to Graphy at email@example.com. If you are found to be in violation of these Expert Terms, Affiliate Terms, or the Platform Terms, or for any reason whatsoever, Graphy shall have the right to terminate your Expert Agreement with or without notice to you and remove you from Graphy Experts.
- Indemnity and Release: You agree to indemnify and hold harmless Graphy and its successors and assigns and all of their respective officers, directors, subsidiaries, affiliates, agents, and employees, from any claims, liability, judgments, awards, losses, obligations, costs, expenses or fees (including reasonable attorneys’ fees), demands, or actions made by any third party or penalty imposed due to or arising out of your breach of these Expert Terms, Platform Terms, any terms as may be communicated to you in writing (emails included), and/or any document incorporated herein by reference, or arising out of your violation of any law, rules, regulations or the rights of a third party.
- Office of Foreign Asset Control (“OFAC”): You represent and warrant that you are not, nor are you owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC” ), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a “Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person“); (ii) you are not (nor are you owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) you (and any person, group, or entity which you control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) you are not prohibited by any sanctions program as maintained by OFAC from transacting with Graphy, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.
- California Civil Code Section 1789.3: Californian residents using the Platform are entitled to know that they may file grievances and complaints with California Department of Consumer Affairs, 400 R Street, Suite 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to firstname.lastname@example.org.
- Governing Law and Jurisdiction: If you are applying from or an Expert from India, then the Expert Agreement shall be governed by and construed in accordance with the laws of India; and you agree, as we do, to submit to the exclusive jurisdiction of the courts at Bangalore, Karnataka, India.
If you are applying from or an Expert from a country outside India, then the Expert Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A. and you agree, as we do, to submit to the exclusive jurisdiction of the courts at the State of Delaware, U.S.A.
- General Provisions:
- Modification, Amendment, or Termination: Graphy may, in its sole discretion, modify or revise these Expert Terms, and you agree to be bound by such modifications or revisions. Your continued use of your Graphy Experts services on the Platform post any modification of these Expert Terms shall be taken as your consent and acceptance to such modifications. Nothing in these Expert Terms shall be deemed to confer any third-party rights or benefits. You are advised to check our Platform and/ or the relevant page therein, frequently to see recent changes and to keep yourself updated with the most recent updates.
- Force Majeure: Graphy shall not be liable for failure to perform, or the delay in performance of, any of its obligations if, and to the extent that, such failure or delay is caused by events substantially beyond its control, including but not limited to acts of God, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, terrorism, floods, fire, strikes, epidemics, civil unrest or riots, power outage, and/or unusually severe weather.
- Miscellaneous: If any part of these Expert Terms is found to be unlawful, void, or unenforceable, that part of these Expert Terms will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notice required to be given in connection with the Platform shall be in writing and sent to the registered office of Graphy. We do not guarantee continuous, uninterrupted, or secure access to the Platform, and the operation of the Platform may be interfered by numerous factors outside our control. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to any breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
- Contact Us: If you’ve concerns or queries regarding the Expert Agreement, you may write to us by email at email@example.com or by post to:
Sorting Hat Technologies Pvt Ltd
Maruti Infotech Centre, 3rd Floor, A-Block,
Domlur, Koramangala Inner Ring Road,
Bangalore- 560 071, Karnataka, India.