Terms & Conditions of Use

Last update on 26 June, 2023

These terms including links herein apply to the use of www.convertwise.com, any other linked pages, API keys, features, content or application services (including but without limitation to any mobile application, mobile site services) (“Website“) owned and operated by Webklipper Technologies Private Limited a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at B-1602, Lotus Corporate Park, off Western Express Highway, Goregaon (East), Mumbai – 400063  (Hereinafter referred to as “We”/“Company”)  and “You”/”Your” shall mean to any non-registered individual or corporate body, registered user of  ConvertWise (More fully defined below).
Before you may use the Website, (or) Services”(More fully  defined below) You must read all of these General Terms of Use (hereinafter  referred to as the “ToU”) and the Privacy Policy provided on the Website of ConvertWise.  By using and accessing these Services (More fully defined below) You understand and explicitly consent to the ToU connoted below.
You acknowledge and agree that all references to “Company” shall mean the Company including its  affiliate and subsidiaries. You shall  not use the Services if You do not accept the ToU. If You do not agree to be bound by this ToU and the Privacy Policy, You shall  not use the Website in any way. It is strongly recommended for You to return to this page periodically to review the most current version of the ToU in force. Company reserves the right at any time, at its sole discretion, to change or otherwise modify the ToU without prior notice, and Your continued access or use of the Website signifies Your assent/ratification of the updated or modified ToU. If You object to these ToU or any subsequent modifications to this  ToUˇ in any way, Your only recourse is to immediately terminate use of the Services and  Website. We may require You to agree to additional terms (if any) in connection with specific services that You may avail from time to time. The Services provided by Company through the Website are available and are appropriate only for use in India.
This ToU was last updated as of the date set forth above. The effective date of this ToU is the date You accepts this ToU as set forth above (the “Effective Date”).
“ConvertWise” is a marketing solution that aims at creating a more personalized user engagement for You with your customers;
“End-User” shall mean any user/customer of the Your  platforms, goods, services, or applications;
“Services” means access and use of ConvertWise and its allied services;
“Intellectual Property” shall mean and include the Company’s software solution, patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property and/or proprietary rights (including but not limited to the rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the software developed by Company pursuant to this ToU.
“Intellectual Property Rights” shall mean and include all of the Company’s possible rights, benefits, title or interests in or to the Intellectual Property, anywhere in the world, (whether registered or not) and shall include all applications and software solutions for the same and any extensions and/ or renewals thereof.
“User Data” means all electronic data, information, or other content (including information pertaining to End-Users and the content of any Messages), submitted or provided by or on behalf of a You to be stored, collected or processed by Company in connection with a Your authorized use of the Services;
“Operational Metrics” means anonymized statistics, metrics, analytics, and data regarding the performance and operation of the Services (or any part thereof) that Company collects in connection with the use of the Services, and other operational and technical metrics necessary to manage and perform the Services.
These Website Terms of Use (the “ToU”) govern your (“you” and “your”) access to, and use of, Company, Inc.’s (hereinafter “Company”, “we”, “us”, or “our”) public facing corporate website located at www.convertwise.com and its domains (the “Site”).
For the avoidance of doubt, these Terms do not apply to any services and/or products provided by Company unless the use of such services and/or products are expressly subject to these ToU. 
Service(s) provided to You
The Company provides an array of features and functionalities to You which then enable  Your engagement with their End-users. These features include, inter alia:
  • End-User behaviour tracking and analytics;
  • Customised engagement with End-Users via multiple Messaging channels;
  • Personalization of Messaging and content delivered to the End-Users;
  • End-User segmentation and classification depending on activity, behaviour etc.
The Company reserves the right, in its sole discretion, to add, change, suspend, or discontinue all or any part of the Services at any time by posting a notice on the Platform or by sending You an email. Your continued use of Services following the posting of any changes to the same (including the addition or removal of features) constitutes Your acceptance of those changes. Any information You provide to us for the purposes of registering and setting up Your account (as specified below) shall be considered as accurate, complete and updated. You are solely responsible for the activity that occurs on Your account (including those of others authorized to access and operate Your account) and for maintaining the security of Your account and any information You input. We are not responsible for the accuracy or legitimacy of any information, data, or User Data uploaded, posted, or downloaded by You or any of Your employees/agents/affiliates on the Platform during Your usage of the services. For the purposes of clarity, as long as Your account is accessed with the correct username and password and unless You notify us of any unauthorised access, the Company is not and will not be responsible for verifying the nature of the individual/entity accessing Your account, including if that person exports/downloads any User Data, and then shares the same with any third-party.
Registration and Account Integrity
As part of the registration process, You will need to accept our ToU and Privacy Policy, and also provide us with Your name (or the name of Your organization/company) and Your email ID and any other details required by the Company in order to provide Services. You will be required to create a password in order to secure and limit access to Your account. We do not have access to and do not at any time request You to provide us with access to Your password unless You have given us explicit written permission to access Your account pursuant to a request for assistance or support.
It is your responsibility to ensure that the information You provide is accurate, secure, and not misleading. You cannot create an account username and password using (i) the names and information of another person; or (ii) using words that are the trademarks or the property of another party (including ours); or (iii) words that are vulgar, obscene or in any other way inappropriate. At the time of creation and each time You access Your account thereafter, we track Your IP address solely for the purposes of determining the geographical location from which You are accessing the Platform.
Use of Your Information and Content
All User Data that You create, transmit, transfer to us, submit, display or otherwise make available while using the Services, should only be information that You own or have the right to use or share (as may be applicable). If You transfer any End-User information or data to us (including any End-User PII), we will assume that You have informed the End-User and procured the necessary consent for such transferring, sharing, processing and/or using the information in the way envisaged under the Services (including for the purposes of sending Messages). Such End-User information may include:
  • Location data;
  • Device details and status (used by the End-User to access Your application and/or website);
  • Session information;
  • Acquisition details;
  • End-User activity like email opens, clicks, items viewed, items purchased etc. and any other activity that You track as per Your business use cases;
  • End-User details like name, email ID, phone number, gender, etc. and any other attributes specific to the business like Total Purchases, Order status etc.
We may use the above information for as long as Your account is active and in use, and only as specified/permitted by our Privacy Policy and by applicable law. For example, we will never share personally identifiable information pertaining to You or Your End-Users, without the relevant prior explicit disclosure and permission. While we make commercially reasonable efforts to ensure that the data stored on our servers is persistent and always available to our You, we will not be responsible in the event of failure of the third-party servers or any other factors outside our reasonable control, that may cause the User Data to be permanently deleted, irretrievable, or temporarily inaccessible.
Third Party Services
We use multiple third-party service providers in order to power and provide You with the Services. In this process, we share the User Data with some of the third-party service providers, as is necessary to enable them to provide the requisite services. We will attempt to ensure that all our third-party service providers are bound by and adhere to the same obligations of confidentiality and data privacy as we guarantee to You.
Further, in the course of using the Services You may integrate and use certain third-party services along with the Services, such as sending Messages via SMS and/or email service providers to Your End-Users. You understand and agree that You have an independent engagement and legal relationship with such third-party service providers, and any action, inaction, breach, fault, delay, omission or other incident involving such third-parties shall be Your sole liability and responsibility, and You shall not engage or involve the Company in such situation in any way.
Rules and Conduct
As a condition of use, you promise not to use the service for any purpose that is prohibited by the ToU, by law, or other rules or policies implemented by us from time to time. 
By way of example, and not as a limitation, You shall not (and shall not permit any third party to) take any action that: 
  • would constitute a violation of any applicable law, rule or regulation;
  • infringes on any intellectual property or other right of any other person or entity; 
  • is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, or profane; or 
  • impersonates any person or entity 
Furthermore, You shall not (directly or indirectly):
  • take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; 
  • interfere or attempt to interfere with the proper working of the services; 
  • bypass any measures we may use to prevent or restrict access to the Services (or parts thereof); 
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent applicable laws specifically prohibit such restriction; 
  • modify, translate, or otherwise create derivative works of any part of the Services or the Platform; or 
  • copy, rent, lease, distribute, or otherwise transfer any or all of the rights that You receive hereunder.
You shall not, and shall not permit any third party to:
  • use the Services except to the extent permitted above;
  • modify or create any derivative work of any part of the Services;
  • permit any third parties to use the Services other than contractors with Your specific business need; or
  • market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Services.
Using the Services does not give You ownership of any intellectual property rights in the Services or the content You access. You may not use content from the Services unless You obtain permission from its owner or are otherwise permitted by law. The ToU does not grant You the right to use any branding or logos used in the Services. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.
Both Parties shall hold the other’s Confidential Information (whether shared during the term of this ToU or otherwise) in confidence unless required by law, and not make such Party’s Confidential Information available to any third party or use such Party’s Confidential Information without the prior written consent of the relevant Party. The confidentiality obligations specified in this clause shall apply  for a period of five (5) years from the termination or expiration of this ToU. Parties shall at all times be responsible for ensuring that all User Data even in encrypted form is stored securely. Parties shall take appropriate measures to ensure the security of such data and guard against unauthorized access thereto or disclosure thereof or loss or destruction of such data while in its custody.
Electronic Communication
By using the Services, You consent to receive electronic communications from the Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Your use of the Services. These electronic communications are part of Your relationship with Company, and You receive them as part of Your access and use of the Services. You agree that any notices, Terms of use, disclosures or other communications that Company sends You electronically will satisfy any legal communication requirements, including that such communications be in writing.
Modification & Changes
Company reserves the right to update or modify this ToU at any time. The revised ToU will be posted on the Company’s website located at Link.  Except as stated below with respect to material changes, all updates and modifications to this ToU will be effective from the day they are posted online, as indicated by the “Last Updated” date set forth above. If Company makes any material changes to this ToU, Company will provide reasonable prior notice to You of these changes by sending a notification to the email address Company has on file for You, or, if Company does not have an email address on file, by posting a prominent notice on Company’s website and/or through the user interface of the Platform. Material changes to this ToU will become effective on the date set forth in the notification on the website. It is Your responsibility to regularly visit and review this ToU for updates, changes and modification.- Company reserves the rights to either temporarily or permanently modify, suspend or discontinue the Services (or any part thereof) with or without notice. You agree that Company will not be liable to You or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
License to Company
By using the Services, You grant the Company a limited, worldwide, non-transferable, non-exclusive, non-sublicensable, royalty-free license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of Your data solely in order to enable You to use the Services. The Company shall have the right to aggregate and anonymize Your data and to publish such aggregated and anonymized (non-personally identifiable) data (or) benchmark studies. The Company shall have no right to use Your data for any other purpose other than those agreed upon or share Your data with anyone other than You. The company may use Your name in any of the You lists and testimonials, solely for the purpose of identifying You as a You of the Company.
Privacy and personal information
For information about Company’s data protection practices, please read Company’s Privacy Notice available at [Link]. This policy explains how Company treats your personal information, and protects your privacy, when you provide personally identifiable information to Company in connection with your use of the Site.
Access and use of Services
Company retains all right, title and interest in and to the Services, including, without limitation, any and all text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site (collectively, the “Content”). All Company trademarks are strictly owned by Company, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any Company trademark without written authorization from Company. The names of actual companies and products mentioned within the Site and/or Content may be the trademarks of their respective owners. Company reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by Company. The Content and Site, and its underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. You agree not to remove, change or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site and/or any Content.
Prohibited Use
As a condition of your use of the Site and Content, you warrant to Company that you will not use the Site and/or Content for any purpose that is unlawful or prohibited by these Terms. Specifically, you are not allowed to (directly or indirectly): (i) resell or otherwise make commercial use of the Site and/or Content; (ii) collect or use any images, descriptions, or other content included in the Site and/or Content, or any portion thereof; (iii) copy, imitate, distribute, publicly perform, or publicly display Site and/or Content; (iv) modify or otherwise make any derivative uses of the Site and/or Content, or any portion thereof; (v) use data mining, robots or similar data gathering or extraction methods on the Site; (vi) perform, or release or disclose the results of, any benchmark testing or vulnerability assessments of the Site; (vii) introduce into the Site any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system; (viii) remove or alter any proprietary notices or labels on or in the Site and/or Content; (ix) use the Site and/or Content to directly or indirectly develop any product or service that competes with the Site; (x) download (other than page caching) any portion of the Site and/or Content or any information contained therein, except as expressly permitted on the Site; or (xi) use the Site and/or Content other than as expressly permitted in these Terms.
You may not use the Site and/or Content in any manner that would violate any applicable laws, rules or regulations, or which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site and/or Content. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.
Company shall be entitled to unrestricted use of any and all comments, suggestions, ideas, notes, drawings, concepts, problems or other information with respect to the Site and/or Content disclosed or offered by you to us (collectively, “Feedback”). We may use the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation of the Feedback.
Company reserves the right, in its sole discretion, to terminate and/or suspend your access to the Site and/or Content or any portion thereof at any time, for any reason, without notice.
Links to third party sites
The Site may contain links to other third-party websites which are not controlled or owned by Company (“Linked Sites”). If you decide to access and use such Linked Sites, be advised that your use is governed solely by the terms and conditions of such Linked Sites, and Company does not endorse, is not responsible for, and makes no representations as to such Linked Sites, their content or the manner in which they handle your data. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Linked Sites, or your reliance on the privacy practices or other policies of such Linked Sites. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY LINKED SITES, ADVERTISED OR ACCESSIBLE THROUGH THE SITE AND/OR CONTENT, AND COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THE THIRD-PARTY OPERATORS OF SUCH LINKED SITES.
Availability of the site
Company makes no claims regarding the availability or right to access or use of the Site and/or Content outside of the United States. Company may restrict access to the Site and/or Content, or portions thereof, in certain countries in its sole discretion, and the Site and/or Content may not be available or accessible in all languages. If you use or access the Site and/or Content outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction with respect to your use of the Site and/or Content in your country of residence.
Your Account 
In order to access and use the Services, You must register an account (“Account”). In registering an Account, You agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete. In addition, You agrees that You will not (i) create an Account using a false identity or fictitious name or information, and/or (ii) create an Account or use the Services if You has been previously removed or banned by Company from use of the Services, or any part thereof. You understand and agrees that You is solely responsible for maintaining the confidentiality of and protecting Your password for the Account. You are solely responsible and liable for any use of the Services and/or activity originating from the Account, regardless of whether such use and/or activity is authorized by You. You agree to notify Company immediately of any unauthorized use of the Account. Company reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account.
You agree that it shall not permit any person other than Authorized Users to access and use the Services and will ensure that its Authorized Users use the Services solely in accordance with this ToU. You acknowledge and agrees that You is solely responsible for the use of the Services by Authorized Users, and any breach of this ToU by any Authorized User will be deemed a breach by You. Account Data is not You Content or User Data.
As between You and Company, subject to the licenses expressly granted to Company herein, You shall retain all right, title, and interest in and to User Data and You Content. You grant to Company a non-exclusive, royalty-free, fully paid, worldwide license to (i) use and process User Data, and (ii) reproduce, modify, incorporate, perform and otherwise use the You Content, in case, to the extent reasonably necessary for Company to provide You the Services hereunder. You represent and warrants that: (i) You has all the rights and/or authorizations necessary to grant the Company the licenses granted herein in and to User Data and You Content; and (ii) none of the User Data and/or You Content violates or will violate this ToU, any applicable laws, rules or regulations, or any third party’s intellectual property or other proprietary rights.
You acknowledge and agrees that as between You and Company, You are the data controller and/or business and Company is merely a data processor and/or service provider as such terms are defined pursuant to applicable data protection laws. 
Platform Access
Subject to the terms and conditions of this ToU (including payment of applicable fees), Company grants to You a non-exclusive, non-sublicensable, non-transferable limited right during the Trial Period, if applicable, and the Service Term, to: (i) permit Authorized Users to access and use the Platform, over the internet, to generate and deploy Widgets; (ii) to install the Implementation Code on the You Store to connect the Services on the You Store; and (iii), reproduce and use a reasonable number of copies of the Documentation in support of the exercise of the licenses and rights granted in this Section 3.2. The licenses granted to You hereunder are limited to Your use for its own internal business purposes, in accordance with this ToU and the Documentation, and subject to any applicable Usage Parameters. 
You agrees that You will not, and it will not permit any third party (including, without limitation, any Authorized User) to: (i) modify, adapt, translate or create derivative works based on the Services (or any part thereof) or Documentation; (ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, Widgets and/or Implementation Code; (iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Services (or any part thereof) and/or Documentation; (iv) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Company or its suppliers on or within the Services and/or Documentation; (v) interfere with or disrupt the integrity or performance of the Services (or any part thereof), or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Services; (vi) attempt to gain unauthorized access to the Services (or any part thereof), or its related systems or networks; (vii) frame or utilize framing techniques to enclose the Services or any portion thereof; (viii) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services, content, or the personal information of others without Company’s prior written permission or authorization; (ix) use the Services (or any part thereof) to hack, spam, or phish Company or Company’s other users; (x) use the Services to store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libellous, tortious, or otherwise objectionable in Company’s reasonable opinion, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights; (xi) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Your affiliation with any person or entity; or (xii) violate any applicable local, state, national or international law (including, without limitation, U.S. and foreign export laws concerning the transmission of technical data and other regulated materials) in Your use of the Services.
Company monitors and collects Operational Metrics for its own business purposes, such as improving, testing, and maintaining the Services and related machine learning algorithms, and developing additional products and services. You grant to Company a non-exclusive, irrevocable, transferable, worldwide, and royalty-free license to (i) collect, analyse and use Operational Metrics, for the purposes set forth above, and (ii) modify, reorder, augment and/or manipulate User Data and related Operational Metrics for its own internal business purposes for sourcing and machine learning algorithms. Company may only publicly distribute Operational Metrics in aggregate, non-personally identifiable form that cannot be used to identify You or any individual Authorized User or end user of the You Store.
Term of Service
Subject to the terms and conditions of this ToU (including payment of applicable fees), Company will provide You access to the Services during the Service Term (including any renewal thereof). For the avoidance of doubt, You acknowledges and agrees that each Service Term will automatically renew , unless You terminates this ToU, and disconnects and ceases all use of the Services.
The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and You is and shall be responsible for payment of all such taxes (other than taxes based on Company’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Services, or performance of any services by Company hereunder.
Disclaimer of Warranties
Limitation of Liability
Both the Parties’ maximum liability under this ToU is limited to direct damages up to six (6) months of the Fees payable under this ToU in the time immediately preceding the claim. Neither Party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the Party knew they were possible or reasonably foreseeable.
Governing Law & Dispute Resolution
This ToU will be deemed to have been made in and shall be construed pursuant to the laws of India without regard to conflicts of law provisions thereof. In the event of a dispute or difference, relating to, arising out of, or in connection with any of the matters set out in this ToU including any disputes and differences relating to the interpretation of the ToU or any clause thereof (“Dispute”), the Parties to the dispute shall engage in mediation proceedings through the business heads of both Parties, in good faith to resolve the dispute amicably within thirty) days of notice of such dispute. Any dispute during the subsistence of this ToU or thereafter between the parties, if not settled within the Initial Period set forth above, shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 including its subsequent amendments and rules framed there and shall be referred to the Sole Arbitration of an Arbitrator jointly appointed by the Parties to this ToU. It is made clear that the venue of Arbitration proceedings shall be Mumbai. The seat of the arbitration shall be Mumbai, India, the designated arbitration board is the Mumbai Centre for International Arbitration (MCIA), and the language of the arbitration shall be English. The cost of the Arbitration proceedings shall be borne in equal proportion by the Parties to this ToU. The award of the arbitrator shall be final, conclusive, and binding on the Parties. The Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at Mumbai, Maharashtra and waive any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) any breach of your obligations under the ToU and for the consequences (including any loss or damage which Company may suffer) of any such breach.
You agree to indemnify and hold harmless Company, its subsidiaries, affiliates, partners and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and litigation costs) that arise out of: (i) your use of and access to the Site and/or Content; and/or (ii) your violation of any of the ToU.
We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defences. This defence and indemnification obligation will survive these ToU and your use of the Site and/or Content.
Please feel free to contact the Company at legal@convertwise.com & support@convertwise.com if you have any questions about this ToU.