Privacy Policy

1. PURPOSE

Section 43A of the Information Technology Act, 2000 read with the Information Technology (reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 ("Sensitive Information Rules") requires every business in India, which collects, receives, possesses, stores, transmits, processes or can associate pretty much any other verb with 'personal information' directly under a contractual obligation with the provider of information (Clarification on Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 under Section 43A of the Information Technology ACT, 2000 issued vide press note dated August 24, 2011), to have a privacy policy (As per Justice AP Shah Committee). Such privacy policy must provide the following (Rule 4 of the Sensitive Information Act):

• Clear and easily accessible statements of its practices and policies;
• Type of personal and sensitive personal data or information collected by it;
• Purpose of collection and usage of such information;
• Disclosure of information including sensitive personal data or information collected;
• Reasonable security practices and procedures adopted by it.

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2. SCOPE

1. This policy underlines the privacy policy “Policy”, which governs any and all confidential information which shall and/or might be disclosed by the Receiving Party, the Receiving Party having read and understood the same, hereby unconditionally agrees to share information with the Disclosing Party to the extent of which is required to fulfill the scope of work as assigned and/or agreed upon and/or as per contract and/or agreement with the Receiving Party.
2. For the purpose of this policy Disclosing Party shall mean registered user on the portal and the Receiving Party shall mean Kaytes Business Consultants LLP, Kaytes Business Services LLP, Kaytes Business Consultants Inc, West East Financial Advisors Inc, which expression shall, unless repugnant to or inconsistent with the context, mean and include its affiliates, successors.

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3. CONFIDENTIAL INFORMATION

1. For purposes of this Policy, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing.  Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.  The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
2. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Policy; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Policy, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.

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4. DISCLOSURE OF CONFIDENTIAL INFORMATION

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Policy relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Policy, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Policy; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).

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5. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Policy without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.

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6. COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

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7. TERM

This Policy shall remain in effect till registered user is a client of the Receiving Party. Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.

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8. REMEDIES

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Policy, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

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9. RETURN OF CONFIDENTIAL INFORMATION

Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Policy; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).

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10. NOTICE OF BREACH

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Policy, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

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11. NO BINDING AGREEMENT FOR TRANSACTION

The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Policy, except for the matters specifically agreed to herein.  The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time.  This Policy does not create a joint venture or partnership between the parties.  If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Policy. In the event such provision is not provided for in said transaction documents, this Policy shall control.

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12. WARRANTY

No warranties are made by either party under this policy whatsoever.  The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party.  Further, neither party is under any obligation under this Policy to disclose any Confidential Information it chooses not to disclose. 

Use of this site is at your sole risk. All materials, information, products, software, programs, and services are provided "as is," with no warranties or guarantees whatsoever. Receiving Party expressly disclaims to the fullest extent permitted by law all express, implied, statutory, and other warranties, guarantees, or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights. Without limitation, Receiving Party makes no warranty or guarantee that this web site will be uninterrupted, timely, secure, or error-free.

You understand and agree that if you download or otherwise obtain materials, information, products, software, programs, or services from this web site, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system. Some jurisdictions do not allow the exclusion of warranties, so the above exclusions may not apply to you.

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13. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event will Receiving Party be liable to any party for any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever related to or arising from this web site or any use of this web site, or of any site or resource linked to, referenced, or accessed through this web site, or for the use or downloading of, or access to, any materials, information, including, without limitation, any lost profits, business interruption, lost savings or loss of programs or other data, even if Receiving Party is expressly advised of the possibility of such damages. This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort, or any other legal theories.

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14. MISCELLANEOUS

1. This Policy constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof.  This Policy can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
2. The validity, construction and performance of this Policy shall be governed and construed in accordance with the laws of India applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof.
3. Any failure by either party to enforce the other party’s strict performance of any provision of this Policy will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Policy.
4. Although the restrictions contained in this Policy are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.  If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Policy will be enforced as if such provision was not included. 
5. Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph).  All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
6. The receipt of Confidential Information pursuant to this Policy will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
7. Paragraph headings used in this Policy are for reference only and shall not be used or relied upon in the interpretation of this Policy.