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TERMS AND CONDITIONS
TERMS AND CONDITIONS OF USE AND EMPLOYMENT
1. INTRODUCTION AND ACCEPTANCE
EZ Ranking IT Services Private Limited (hereinafter referred to as "the Company," "EZ Rankings," "EZRITSPL," "EZR," "we," "our," or "us") is committed to protecting and respecting the privacy of individuals whose personal data it processes and to providing its products, services, and features under the following Terms and Conditions ("Terms"). By accessing or using the website www.ezrankings.com ("Website") or any services provided by EZ Rankings, you ("you," "your," or "Client") agree to be bound by these Terms in their entirety. If you do not agree to these Terms, please refrain from using the Website or engaging our services.
2. USE OF WEBSITE AND INTELLECTUAL PROPERTY RIGHTS
2.1 The Website and all Materials contained therein, including but not limited to text, images, graphics, designs, software, and source code (excluding third-party content), are the sole and exclusive property of EZ Rankings and are protected by applicable intellectual property laws worldwide, including copyrights and treaties.
2.2 Subject to your compliance with these Terms, EZ Rankings grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website and its Materials solely for informational purposes and for the use of EZ Rankings' services.
2.3 You expressly agree not to reproduce, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website without EZ Rankings' prior written consent.
2.4 EZ Rankings does not grant any express or implied rights under any patent, trademark, copyright, or trade secret, except as expressly provided herein.
2.5 In the event that any content or images on the Website are inadvertently in violation of any third party's copyright or intellectual property rights, please notify EZ Rankings immediately at contactus@ezrankings.com. EZ Rankings will expeditiously remove such content.
3. THIRD-PARTY CONTENT AND EXTERNAL LINKS
3.1 The Website may contain content provided by third parties ("Third-Party Content"), including but not limited to articles, reports, news reports, tools to facilitate calculation, company information, and other data.
3.2 Such Third-Party Content is provided solely for general informational purposes. EZ Rankings neither endorses nor assumes responsibility for the accuracy, completeness, or reliability of such content.
3.3 The Third-Party Content is not intended to constitute tax, legal, investment, or other professional advice.
3.4 Use of or reliance on any Third-Party Content is at your sole risk, and EZ Rankings expressly disclaims all liability for any losses or damages arising from your use or reliance on such content.
3.5 The Website may contain links to external websites. These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or approval by EZ Rankings of any content, products, or services on or available through such websites.
3.6 Access to linked external sites is at your own risk. EZ Rankings makes no representations or warranties concerning the content or security of linked sites and shall not be responsible or liable for any damages or losses caused by your use of them.
4. NO WARRANTIES; LIMITATION OF LIABILITY
4.1 The Website, including all information, materials, software, and services available through it, is provided "AS IS" and "AS AVAILABLE," without any representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness.
4.2 EZ Rankings does not warrant that the Website will be uninterrupted, timely, secure, or error-free, nor does it guarantee the accuracy or reliability of any content.
4.3 Some jurisdictions do not allow the exclusion of implied warranties; therefore, the above exclusions may not apply to you in full.
4.4 Under no circumstances shall EZ Rankings, its affiliates, directors, officers, employees, or agents be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, business interruption, loss of data, or other intangible losses arising out of or related to the use or inability to use the Website or services, even if advised of the possibility of such damages.
5. INDEMNITY
You agree to indemnify, defend, and hold harmless EZ Rankings, its subsidiaries, affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), or judgments arising out of or related to your violation of these Terms or your use or misuse of the Website or services.
6. CHANGES TO TERMS AND WEBSITE
6.1 EZ Rankings reserves the right to modify, amend, or update these Terms, in whole or in part, at any time and in its sole discretion.
6.2 Such changes shall be effective immediately upon posting on the Website. Your continued use of the Website or services after such posting shall constitute your acceptance of the modified Terms.
6.3 EZ Rankings may, without notice and without liability, suspend, limit, or discontinue the Website or any feature or service offered therein.
7. INTERNATIONAL USE; COMPLIANCE WITH LAWS
7.1 The Website is controlled and operated from India. Access from jurisdictions where the Website or its content is illegal is prohibited.
7.2 If you access the Website from outside India, you do so at your own risk and are responsible for compliance with local laws.
8. EMPLOYMENT RESTRICTIONS; NON-SOLICITATION
8.1 For the purposes of this clause, "Employee" means any person employed by a party prior to or during the period of performance of services under this Agreement.
8.2 During the term of service and for twenty-four (24) months thereafter:
- EZ Rankings agrees not to solicit, induce, or employ any Employee of Client without Client's prior written consent; and
- Client agrees not to solicit, induce, or employ any Employee of EZ Rankings without EZ Rankings' prior written consent.
9. ASSIGNMENT AND SUBCONTRACTING
9.1 Neither party may assign or transfer this Agreement, any Statement of Work, or any rights or obligations hereunder without the prior written consent of the other, except:
- Either party may assign to a third party succeeding to substantially all of its business or assets;
- EZ Rankings may subcontract to its wholly-owned subsidiaries or third-party service providers provided it remains fully liable for their acts or omissions.
9.2 Client shall not assign this Agreement to any direct competitor of EZ Rankings.
10. CLIENT CONTENT; INTELLECTUAL PROPERTY OWNERSHIP
10.1 Client warrants that all text, graphics, photographs, designs, trademarks, source code, or other artwork provided to EZ Rankings for use in services are owned by Client or that Client has obtained all necessary permissions and licenses.
10.2 Client agrees to indemnify and hold EZ Rankings harmless from any claims arising from infringement related to Client-provided materials.
10.3 EZ Rankings retains all copyrights and ownership rights to all source code, designs, and deliverables produced during the project until full and final payment has been received, upon which ownership transfers to Client.
11. PROJECT SCOPE AND CLIENT RESPONSIBILITIES
11.1 Client shall provide complete, clear, and timely guidelines, specifications, content, and materials necessary for project execution within the agreed timelines.
11.2 In the absence of specific instructions, EZ Rankings shall proceed based on its reasonable interpretation of Client requirements.
11.3 Any subsequent modifications, additions, or enhancements to the agreed scope shall require a separate estimate and may delay delivery.
11.4 EZ Rankings shall not be liable for delays or additional costs arising from incomplete or delayed Client materials or feedback.
11.5 EZ Rankings is not responsible for third-party software, plugins, payment gateways, SSL certificates, or other components used within the project.
11.6 Client is advised to provide original or properly licensed images and content. EZ Rankings may use royalty-free or internet-sourced images only with Client's tacit approval and disclaims liability for copyright infringements arising from such use after delivery.
12. DEDICATED RESOURCES AND CONFIDENTIALITY
12.1 Dedicated resources assigned to Client projects will work standard Indian business hours (Monday through Friday, 09:30 AM to 6:30 PM IST), with holidays and compensatory arrangements communicated in advance.
12.2 A "man-month" is defined as 160 hours of work per month.
12.3 Client shall not directly engage EZ Rankings employees outside the scope of this Agreement; violations shall constitute grounds for legal action.
12.4 Both parties shall limit disclosure of confidential information strictly to those employees or agents with a "need-to-know" and shall ensure confidentiality obligations are observed.
13. TERMINATION AND CANCELLATION
13.1 Either party may terminate the Agreement by written notice, subject to the following notice periods:
- Large projects: Three (3) months;
- Small to medium projects: One (1) month;
- Ongoing Time & Materials projects: One (1) week.
13.2 Advance payments are non-refundable upon termination.
13.3 In case of termination, Client shall pay all fees due for services rendered through termination date.
14. PAYMENTS AND TAXES
14.1 All payments must be made against proper invoices via cheque, money order, wire transfer, or PayPal, payable to "EZ Rankings, Delhi."
14.2 Fees are exclusive of applicable taxes, which shall be borne by Client.
14.3 Client shall provide Tax Deducted at Source (TDS) certificates at the time of payment where applicable.
14.4 Late payments shall incur a compounded interest penalty of 1.5% per month and all reasonable collection costs.
15. HOSTING AND DOMAIN SERVICES
15.1 Hosting fees are annual, payable in advance.
15.2 Client is responsible for timely renewal of hosting and domains to avoid loss of data or service disruption.
15.3 EZ Rankings will not be liable for any damages arising from failure to renew hosting or domains.
15.4 Hosting servers are maintained by third parties; EZ Rankings shall use reasonable efforts to secure the servers but disclaims liability for disruptions.
15.5 EZ Rankings reserves the right to remove or disable malicious files on hosting accounts without notice.
15.6 Clients must maintain security of hosting account credentials and ensure hosted scripts are free of harmful content.
15.7 Domains are managed under a common pool account; clients do not receive direct control panel access.
16. MAINTENANCE SERVICES
16.1 Maintenance packages require a minimum commitment of three (3) months and are billed quarterly, payable in advance.
16.2 Packages cover minor maintenance only; major projects or feature enhancements require separate quotes.
16.3 Each package includes one support request per month, up to twenty (20) man-hours; unused hours do not carry forward but reasonable flexibility is afforded.
16.4 Additional support hours will be charged at $15/hour.
16.5 Monthly maintenance fees must be paid by credit card on file. Late or declined payments will incur a $25 administrative fee.
16.6 More than three missed payments within a year may lead to termination of the package and immediate payment of remaining fees.
16.7 No refunds will be issued for maintenance fees.
16.8 Cancellation requires one (1) month written notice prior to renewal date, and early termination requires payment of remaining fees.
16.9 EZ Rankings reserves the right to terminate maintenance services at any time with written notice.
17. GOVERNING LAW, JURISDICTION, AND ARBITRATION
17.1 These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
17.2 The courts in New Delhi, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.
17.3 All disputes, controversies, or claims arising out of or relating to these Terms, including the breach, termination, or validity thereof, shall be finally resolved by arbitration in New Delhi under the Arbitration and Conciliation Act, 1996.
17.4 The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. In the absence of agreement within thirty (30) days, the arbitrator shall be appointed by the competent court in New Delhi.
17.5 The arbitration proceedings shall be conducted in the English language.
17.6 The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.
17.7 Nothing herein shall preclude a party from seeking interim or interlocutory relief from any court prior to or during arbitration.
18. MISCELLANEOUS
18.1 These Terms constitute the entire agreement between EZ Rankings and Client with respect to the use of the Website and services, superseding all prior agreements or understandings.
18.2 Any cause of action arising from your use of the Website or services must be commenced within one (1) year after the claim arises.
18.3 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
18.4 EZ Rankings reserves the right to update or modify these Terms at any time; it is your responsibility to review them regularly.
By accessing the Website or engaging EZ Rankings' services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions in full.