Retention Marketers - Done-For-You WhatsApp Customer Retention Service

Retention Marketers is the developer and sole owner of the digital platform retentionmarketers.in available at https://retentionmarketers.in/(“Platform”) including all intellectual property rights (“IP”) comprised therein. This Platform enables the users to distribute and broadcast digital content to the user's customers, clients or intended recipients via business messaging SaaS tools and applications (“Services”).

This End User License Agreement (“Agreement” or “EULA”) is a contract between you (“End User” or “Subscriber”) and Retention Marketers (“Retention Marketers”, “we”, “us”, or “our”), having its office at Greater Noida, Uttar Pradesh, India, in respect of access to and use of our proprietary platform Retention Marketers and the Services.

It is clarified that reference to Retention Marketers includes this website, including its subdomains; the Platform; applications for mobile, tablet and other smart device systems; the Application Program Interfaces (API); the Service; any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation.

In this EULA, “you” or “End User” refers both to you as an individual and/or to the entity (including its employees) you represent. This EULA governs the terms of use of Retention Marketers. By accessing or using either as a whole or any part of Retention Marketers, you accept and agree to be bound by this EULA with effect from the date of access or use of Retention Marketers (“Effective Date”). If you disagree or do not accept any provision of this EULA, you are advised to immediately cease access to and use of Retention Marketers.

In the event of conflict between the terms of this EULA and any specific agreement executed between you and Retention Marketers for the provision of Retention Marketers, the terms of such specific agreement shall prevail. This EULA applies to the entire Platform, use of Service, and any email or other communication between you and Retention Marketers in respect of Retention Marketers. If you violate this EULA, we reserve the right to cancel your account or block access to your account without any notice and/or liability to you.

1. END USER WARRANTIES

You hereby confirm, warrant and represent that you:

1.1. represent a legitimate business; are recognized as an adult by applicable law; have the capacity to enter into this legally binding Agreement; are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist-supporting” country; and are not listed on any U.S. Government list of prohibited or restricted parties.
1.2. will use Retention Marketers for legitimate commercial purposes only, such as business or trade-related activities. Retention Marketers shall not be utilized for personal use, political agendas, or any activities in violation of the applicable laws, including but not limited to promotion of multi-level marketing schemes; false advertising, participation in illegal gambling or betting, endorsement of terrorist organizations or activities, facilitation of human trafficking or exploitation, sale of counterfeit goods or pirated material, unlawful sale or distribution of controlled substances or prescription drugs, promotion of hate speech or incitement to violence (“Permitted Purpose”).
1.3. will remain in compliance, at all times, with the policies and terms of service of the business messaging SaaS tools and applications opted by the End User for availing the Services.

2. GRANT OF LICENSE

Subject to the End User's Warranties as provided above, Retention Marketers hereby grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform (“License”) to avail Services upon purchasing any plan as provided at https://retentionmarketers.in/#pricing/(“Subscription Plan”) for the duration of the subscription, subject to the terms and conditions of this EULA. This License is solely for the purpose of accessing the Platform and using the Services in accordance with its intended functionality as described in the purchased Subscription. You shall not sublicense, rent, lease, or otherwise transfer the Platform, the Services or any portion thereof to any third party. All rights not expressly granted herein are reserved by Retention Marketers.

3. SUBSCRIPTION

Unless otherwise agreed in writing, the Subscription Plans, as part of the Service, are subject to the following terms:

3.1. Trial. You have the option to avail a free demo of Retention Marketers for a short and non-renewable trial period. Some features or functions of Retention Marketers may not be available during the trial period. Details regarding and conditions applicable to the trial, will be made available to you once you create your demo account. The trial period shall end automatically (without any prior notice) and shall not convert into any paid Subscription unless you actively purchase such Subscription. At any time and without notice, Retention Marketers reserves the right to (i) modify the terms and conditions of this offer; or (ii) cancel such offer.
3.2. Subscription Plans. Prices, descriptions, or availability of Subscriptions through different plans are available at https://retentionmarketers.in/#pricing/ and are subject to change without notice (“Subscription Plans”). While we make all reasonable efforts to ensure accuracy with respect to the description of each Subscription Plans, representation on Retention Marketers through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Subscription Plan. The complete features and functionalities of the chosen Subscription Plan will be outlined during the purchasing process and in the dedicated sections of Retention Marketers.
3.3. Subscription Term. Subscriptions allow you to access and use Retention Marketers continuously or regularly over a determined period of time (“Subscription Term”). Paid Subscriptions begin on the day the payment is received by Retention Marketers. You will be billed in advance on a recurring and periodic basis depending on the type of Subscription plan you select.
3.4. Purchasing Process. All steps taken from choosing a Subscription Plan to placing the order via the Platform form part of the purchasing process. After reviewing the information displayed in the purchase selection, you may place the order by submitting it. The submission of an order determines contract conclusion and creates an obligation to pay the price, taxes, and possible further fees and expenses, as specified on the order page.
3.5. Subscription Fee. You shall be informed of any and all applicable fees, taxes, and costs which is payable by you at the time of purchasing a Subscription Plan during the purchasing process and before order submission. It is clarified that the displayed prices of each Subscription Plan (“Subscription Fee”) are exclusive of any applicable duties, taxes, and costs (including without limitation withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes), and you will pay, indemnify, and hold harmless Retention Marketers from same. Retention Marketers, in its sole discretion and at any time, may modify the Subscription Fee with prior notice and such change will become effective at the end of the then-current Subscription Term. Continued use of Retention Marketers after the Subscription Fee change comes into effect shall constitute an agreement to pay the modified Subscription Fee.
3.6. Payment. Information related to accepted payment methods is made available during the purchasing process. If payment through the available methods fails, Retention Marketers shall not fulfill the purchase order. Any possible costs or fees resulting from failed or refused payment shall be borne by you.
3.7. Automatic Renewal. All Subscriptions are renewed automatically for the same duration as the original Subscription Term using the payment method selected by you at the time of purchase. In the event of failed automatic payment, Retention Marketers will invoice you on the date of renewal and suspend your access to and use of Retention Marketers till such payment is made.
3.8. Termination. A paid Subscription may be terminated at any time during the Subscription Term by sending a clear and unambiguous written notice to Retention Marketers at the contact details provided herein. It is clarified that Subscriptions may not be terminated prematurely and shall run out upon expiration of the subscription term.
3.9. Excess Usage, Additional Services. If you exceed your paid Subscription limit or opt for additional Services (not included in your paid Subscription Plan) during the Subscription Term, you will incur additional charges. You are required to make payment towards the excess usage in order to continue using the Services.
3.10. Disputed Invoice. If you reasonably and in good faith dispute any portion of an invoice, you shall pay the undisputed portion of the invoice and submit a written claim to Retention Marketers for the disputed amount within seven (7) days from the date of invoice. You waive the right to dispute any portion of an invoice not disputed within the time frame agreed under this Clause. The Parties will make good faith efforts to resolve such dispute within fifteen (15) days of receipt of notice by escalating it to higher levels of management. To the extent the dispute is resolved against you in accordance with the procedures hereunder, you shall immediately make all pending payments.
3.11. Late Payment. Failure to make timely payments entitles Retention Marketers to: (a) suspend, in whole or in part, access to Retention Marketers, until such payment is received; and/or (b) levy an interest, compounded monthly, of 1.5% per month or the highest amount allowed by law (whichever is less) on all past due amounts (except disputed invoice).
3.12. Third-Party Fees. All fees charged by Retention Marketers are exclusive of any charges assessed by Third Parties for access to or use of their services. Such charges shall be your responsibility, and Retention Marketers may charge for additional services imposed by Third Parties.
3.13. Refund. Unless mandated by law or agreed otherwise in writing, paid Subscriptions are non-cancellable and non-refundable. No refunds or credits (service or otherwise) will be issued for partial periods of Service, upgrade/downgrade requests, or unused portions of Service.
3.14. Tax Information and Invoicing. You agree to provide accurate, complete, and current billing information, including your full legal Company Name, Business Address, and valid Tax Identification Number (where applicable). You are responsible for any penalties or interest charged by tax authorities resulting from your failure to provide valid or accurate tax information. Retention Marketers may apply the tax rate corresponding to the Business Address and Tax ID provided.

4. END USER RIGHTS AND OBLIGATIONS

4.1. You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit Retention Marketers by making the Platform or the Services available for access or use by any third party, including by means of operating a service bureau, outsourcing or time-sharing service.
4.2. Upon your request, Retention Marketers will issue one or more administrator accounts (“Administrator Accounts”) to you that provides you with the capability to create accounts for use by individuals who are your employee or contractor and to whom your wish to grant access to and use of Retention Marketers through your Subscription (each, an “Administrative User”).
4.3. You shall be solely responsible for (i) determining the suitability of Retention Marketers for your purposes; and (ii) ensuring that your use of Retention Marketers shall be strictly in accordance with this EULA and the paid Subscription Plan (in particular, you shall ensure that the maximum number of Administrative Users accessing and using Retention Marketers through your Subscription shall not exceed the number of permitted users set out under the applicable Subscription Plan).
4.4. You are responsible for all use of Retention Marketers accessed through your credential (directly or indirectly), including ensuring that Administrative Users do not circumvent or disclose any usernames, passwords or other access credentials or authentication details, or interfere with or disrupt any other security control of Retention Marketers.
4.5. You shall maintain reasonable security standards for your use and your Administrative Users' use of Retention Marketers, such as using industry standard virus protection software, and other customary procedures to screen any Media Content.
4.6. You shall be solely responsible for the acts and omissions of Administrative Users as if they were your acts and omissions, and for ensuring that anyone who uses Retention Marketers through your credentials does so in accordance with the terms and conditions of this EULA. In particular, you agree not to: (i) activate and use the functionalities of Retention Marketers of which you have not been conceded rights of use; (ii) access or use Retention Marketers to host or transmit any content, data or information that is illegal or which infringes any third party's rights, such as intellectual property rights or right of privacy, or which otherwise violates any applicable laws; (iii) copy, translate, make derivative works, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms embodied in the software applications or other systems used for the provision of Retention Marketers (including the SaaS, PaaS), or remove any titles or trademarks, copyrights or restricted rights notices in the systems, software and other materials used in the provision of Retention Marketers; (iv) access or use Retention Marketers for the purpose of building competitive products or services by copying its features or user interface or by allowing a direct competitor of Retention Marketers to access or use Retention Marketers; (v) provide any information, source code or underlying ideas or algorithms of Retention Marketers to any third party; (vi) access or use Retention Marketers in a way intended to avoid incurring fees or exceeding concurrent user or usage limits or quotas; or (vii) use any automated tools (i.e. bots) to access Retention Marketers or perform activities.
4.7. You will notify Retention Marketers immediately, upon becoming aware of any breach or threatened breach of the terms of this Clause or of any breach or threatened breach of security including any attempt by a third party to gain unauthorized access to Retention Marketers or to your account.

5. MEDIA CONTENT AND END USER DATA

5.1. You confirm that you (and your licensors, where applicable) own all right, title and interest in and to the Media Content and End User Data. With respect to any and all Personal Data comprised in the End User Data, you are and shall remain the data controller and Retention Marketers is and shall remain the data processor.
- “Media Content” means any content that you transmit over the internet using Retention Marketers including text, videos, images and document files.
- “End User Data” means any content, materials, data and information, including Media Content and Personal Data that you or the Administrative User enter into Retention Marketers or is otherwise uploaded by you or on your behalf in order to avail the Services. End User Data shall not include any component of Retention Marketers or material or data provided by or on behalf of Retention Marketers or its licensors.
- “Personal Data” means personally identifiable information provided to Retention Marketers by you or on your behalf in connection with this EULA, in the form of End User Data.
5.2. You have obtained, and during the Subscription Term will obtain, all Consents required under applicable law prior to End User Data being entered into Retention Marketers.
- “Consent” means (1) all consents, permissions, notices and authorizations necessary for Retention Marketers to provide the Services, including from End Users, the End Users' clients, customers and intended recipients of messages through the Service, or third parties; (2) valid consents from or notices to applicable individuals whose data is processed to provide the Service; and (3) required authorizations from regulatory authorities, representative bodies or other third parties, as may be applicable.
5.3. You authorize Retention Marketers to process End User Data in accordance with the provisions of this EULA.
5.4. Retention Marketers will not disclose End User Data to any third party except: (i) to an affiliate or subcontractor for the provision of Retention Marketers; (ii) subject to notification requirements contained in the EULA, as reasonably required by applicable Laws; (iii) as required by the EULA or with your written consent; and/or (iv) as necessary for Retention Marketers to establish, defend or exercise its legal rights under the EULA and applicable Laws.
5.5. You hereby grant to Retention Marketers the nonexclusive right to host, store, process, and transfer the End User Data for the purposes of provisioning of and your use of Retention Marketers as set forth in this EULA; and Retention Marketers's improvement of Retention Marketers.
5.6.Retention Marketers agrees to destroy End User Data upon termination of this EULA or your Subscription. You acknowledge the continuing right of Retention Marketers to (i) track, collect and compile Aggregated Data (including but not limited to Retention Marketers usage statistics) in any manner desired by Retention Marketers, (ii) use the Aggregated Data for any purpose; and (iii) grant sublicenses to Retention Marketers's subcontractors and affiliates as necessary for those subcontractors and affiliates to perform services on Retention Marketers's behalf. Retention Marketers may: (i) use usage patterns, trends, statistics, and other data derived from use of Retention Marketers (but not End User Data itself) for purposes of developing or improving Retention Marketers and other Retention Marketers products and services; and (ii) provide information to the cloud vendor regarding your use of Retention Marketers, subject to the cloud vendor's obligations of confidentiality, for cloud vendor's use to improve its cloud infrastructure services.
- “Aggregated Data” means End User Data (including Media Content and Personal Data) that is collected in the course of providing the Services and that is not identifiable in any way as being related to any individual.
5.7. It is solely your responsibility to maintain appropriate security, protection and back-up of the End User Data. Retention Marketers shall have no liability for any loss or damage arising from your failure to comply with the requirements of this Clause.

6. RETENTION MARKETERS WARRANTIES

6.1. Retention Marketers warrants that it will take reasonable care and use commercially reasonable efforts in arranging and provisioning of the Platform and the Services will be performed in a good and workmanlike manner, in accordance with this EULA. The preceding are the only warranties and over-ride all other warranties, conditions and representations, express or implied, including fitness for purpose, merchantability, non-infringement.
6.2. Retention Marketers is provided on an “as-is” and “as-available” basis. Retention Marketers does not make any representations or warranty of any kind, express or implied, including any warranty that Retention Marketers will be uninterrupted, error free, or free of harmful components, or that any content, including End User Data, or third party components or content, will be secure or not otherwise lost or damaged, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Retention Marketers will not be held accountable for any perceived or actual damages arising from the content, operation, or use of Retention Marketers. Each party, its affiliates and its licensors disclaim all, and the other Party agrees that it is not entitled to any equitable or implied indemnities in respect of the warranties disclaimed herein. These disclaimers shall apply to the maximum extent permitted by applicable law.
6.3. Accessibility to and functionality of Retention Marketers may be compromised on your web browser, mobile device(s), and/or operating systems. Retention Marketers cannot guarantee your internet access, including its availability and quality. You are responsible for ensuring internet access for consumption of Services. Additionally, Retention Marketers relies on the WhatsApp business application program interface for delivering its Services. Consequently, changes made by business messaging SaaS tools and applications to the messaging platform may impact or even disrupt the Services. You acknowledge that Retention Marketers has no control over the delivery of Services by the messaging platform or its technical setup. This may result in Retention Marketers being unable to provide Services to you in part or in whole. In such cases, both parties reserve the right to terminate this agreement on mutually agreed terms.
6.4. While reasonable efforts are made to ensure regular backups are performed, Retention Marketers has no liability towards loss, corruption, or restoration of data. You are responsible for maintaining appropriate security, protection and back-up of your data and content.

7. BREACH

7.1. Permitted Purpose and End User Data. You are responsible for ensuring that the use of Retention Marketers and all End User Data is compliant with the Permitted Purpose. Retention Marketers does not moderate, review, filter or analyze End User Data but reserves the right to remove or block it at its discretion without notice (a) if a complaint or notice of intellectual property infringement is received; (b) upon order of a public authority; or (c) if the content poses a risk to you, Administrative Users, intended recipients, third parties, general public or Retention Marketers. You cannot claim compensation for the removal or blocking of such Media Content. You also agree to hold Retention Marketers harmless from any claims or damages arising from End User Data.
Non-compliance. You acknowledge and agree that Retention Marketers shall be permitted to monitor and/or inspect your and Administrative Users' access and usage of Retention Marketers, solely for the purposes of verifying their compliance with the terms of this Agreement. If non-compliance is found it will amount to material breach and Retention Marketers may at its sole discretion (a) terminate this Agreement; or (b) suspend your account till the time such non-compliance is rectified.

8. INDEMNITY

You shall defend, indemnify and hold harmless (at your sole expense) Retention Marketers from and against any and all damages, claims, demands, lawsuits, judgments, fines, and penalties (including interest thereon and court costs) caused to or claimed against Retention Marketers arising from or related to: (a) any use of Retention Marketers by you in violation of any applicable law or regulation; (b) any allegation that the End User Data violates, infringes or misappropriates the rights of a third party (including without limitation right to privacy); or (c) your use of Retention Marketers or your other acts / omissions in violation of this EULA. The foregoing shall apply regardless of whether such damage is caused by your conduct or by the conduct of a third-party using your access credentials where you have negligently made your credentials available or chosen credentials that are easy to hack into.

9. LIMITATION OF LIABILITY

9.1. In no circumstance shall Retention Marketers be held liable (whether in contract, tort, negligence, strict liability, by statute, or otherwise) for, even if it has been advised of the possibility of such damages, consequential, indirect, incidental, special, or punitive damages, business interruption, including loss of profits, business, opportunity, data, goodwill or anticipated savings (whether arising directly or indirectly) or damages which are beyond Retention Marketers's reasonable control. This includes any damage, loss, or injury to person or property resulting from your access to or use of Retention Marketers or unauthorized access to or use of Retention Marketers' secure servers or cloud services; hacking, tampering, or unauthorized access to/use of Retention Marketers, your account, or information contained therein; errors, mistakes, or inaccuracies of End User Data; interruption or cessation of transmission to/from Retention Marketers; bugs, viruses, trojan horses, or similar entities transmitted through Retention Marketers; and defamatory, offensive, or illegal conduct by you or third parties.
9.2. The sole liability of Retention Marketers to you in relation to any and all claims in any manner related to Retention Marketers (whether in contract, tort negligence, strict liability in tort, by statute, or otherwise) will be for direct damages, not to exceed in the aggregate the total Subscription Fee paid to Retention Marketers during Subscription Term under which the event giving rise to the claim occurred (and where the Subscription Term exceeds a period of 12 months, then the pro-rated Subscription Fee applicable to the 12 month period immediately preceding the event giving rise to such claim) or USD 500, whichever is less.

10. INTELLECTUAL PROPERTY RIGHTS

Retention Marketers (and its licensors, where applicable), own all right, title and interest, including all Intellectual Property Rights, in and to the systems, software and other content and materials used in the provision of Retention Marketers (the website, Platform, products and Services), and to any suggestions, enhancement requests, feedback, or recommendations provided by you or any other party relating thereto. In the event new features or functionality are suggested by you which Retention Marketers, at its sole discretion, incorporates into Retention Marketers, such additions will become the exclusive property of Retention Marketers. You may only use Retention Marketers and Retention Marketers's Intellectual Property Rights relating thereto as expressly permitted herein. Retention Marketers's name, logo, and the product names associated with Retention Marketers are trademarks of Retention Marketers or its licensors, and no right or license is granted to you to use them. Notwithstanding anything to the contrary provided herein, you will not acquire any rights to the intellectual property including domain names, other than the limited use rights granted herein for the Subscription Term. You shall not remove, or allow (through act or omission) to be removed, any logo, copyright, trademark, trade name, trade secret or other proprietary rights notice from Retention Marketers or any related materials.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. The Agreement shall be governed by and construed in accordance with the laws of India.
11.2. In case of any issues or concerns, you may reach out to Retention Marketers at the contact details provided herein and Retention Marketers will make all reasonable efforts to resolve your issues or concerns amicably.
11.3. Any and all disputes that remain unresolved after 30 days shall be referred to and finally resolved by arbitration administered by the India International Arbitration Centre (IIAC) in accordance with the Arbitration and Conciliation Act, 1996, and the rules of the India International Arbitration Centre in force upon submission of the notice of arbitration. The law of this arbitration clause shall be the law of India. The number of arbitrator(s) shall be one, appointed mutually by the Parties, or failing agreement, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India, and the proceedings shall be conducted in English.

12. ADDITIONAL TERMS

12.1. Communications. All communications in respect of this EULA shall be in writing and made to the undersigned:
Legal Department
Retention Marketers
Greater Noida, Uttar Pradesh, India.
retentionmarketers@gmail.com
12.2. Third Party Beneficiary. While the entirety of the contractual arrangement concerning Retention Marketers is established exclusively between you and Retention Marketers, you acknowledge and agree that in cases where Services are provided to you through or in collaboration with a third party, such third party holds the right to enforce the terms of this EULA as a third-party beneficiary.
12.3. Survival. All provisions of the Agreement which are by their nature intended to survive expiration or termination of the Agreement will survive such expiration or termination.
12.4. Compliance with Laws. You will comply with all laws applicable to you and your business in relation to providing the End User Data and in using Retention Marketers. You shall not use Retention Marketers in or in relation to any activities involving a country subject to comprehensive economic sanctions (including without limitation Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine), or involving a party in violation of such applicable trade control laws, or that require government authorization, without first obtaining the informed written consent of Retention Marketers and the required authorization. For the avoidance of doubt, you shall not use Retention Marketers in relation to any individual, entity or organization which is subject to trade sanctions or embargos by the United States or any applicable jurisdiction, including any individual, entity or organization which is listed on the OFAC Specially Designated Nationals List from time to time.
12.5. Variation. Upon written notice to you, Retention Marketers reserves the right to change, modify, amend, update or expand (“Variations”) the terms of this EULA from time to time, and continued use of Retention Marketers upon receipt of such notice shall be construed as your acceptance to such Variations.
12.6. Force Majeure. Except for payment obligations, neither party will be liable for any delays or failures to perform due to causes beyond that party's reasonable control (including a force majeure event).
12.7. Severability. If a court of competent jurisdiction finds any term of this EULA to be invalid, illegal or otherwise unenforceable, such term will not affect the other terms of the EULA and will be deemed modified to the extent necessary, in the court's opinion, to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the Parties set out in the EULA.
12.8. Subcontractors. Retention Marketers may provide Retention Marketers through the use of subcontractors (including its affiliates as subcontractors), subject to remaining fully responsible for its subcontractors' performance.

END USER LICENSE AGREEMENT (EULA)