Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Brandlexy, including its website, applications, marketplace, matching and ranking systems, verification processes, communications tools, Workbench and any other related services, features or functionality made available by Brandlexy from time to time (collectively, the “Platform”).

By creating an account, accessing or using the Platform, submitting a brief, creating or maintaining an agency profile, accepting or responding to a match, or otherwise interacting with the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

If you access or use the Platform on behalf of a company, agency or other organisation, you represent and warrant that you have the authority to act on behalf of, and bind, that organisation to these Terms. In such circumstances, references to “you” or “your” include both you and the organisation on whose behalf you are acting, as applicable.

1. What Brandlexy Is

Brandlexy is a curated marketplace and workflow platform that helps businesses discover, evaluate and engage marketing agencies and helps participating parties manage aspects of their engagement through the Platform.

Brandlexy may facilitate discovery, matching, verification, communications, workflow and engagement management.

Brandlexy is not the marketing agency, service provider, employer, partner, broker, fiduciary agent or representative of either the brand or agency unless expressly agreed in writing. Brandlexy’s role is limited to providing the Platform and related facilitation services described in these Terms. Brandlexy does not control or direct the manner in which an agency performs services for a brand.

Any contract for marketing, advertising, creative, consulting or other professional services is entered into directly between the relevant brand and agency. Brandlexy is not a party to that underlying service contract and is not responsible for the performance, non-performance, quality, legality or outcome of services provided under that contract.

2. Brand–Agency Relationship

A match made through Brandlexy does not itself create a contract between Brandlexy and either party. Brands and agencies are independently responsible for negotiating commercial terms, defining scope of work, agreeing deliverables and timelines, determining fees and payment schedules, complying with applicable laws, protecting confidential information, obtaining necessary licences and permissions, and performing their respective obligations. Brandlexy does not verify, approve or assume responsibility for the commercial or contractual terms agreed between a brand and an agency. Each brand and agency is responsible for conducting its own due diligence before entering into an engagement.

Brandlexy does not guarantee that a brand or agency will enter into a contract, continue an engagement, or achieve any particular commercial result.

3. Accounts

Users must provide accurate, complete and current information when creating, using or maintaining an account and must promptly update such information where it becomes inaccurate or outdated.

Users are responsible for maintaining the confidentiality and security of their account credentials and for all activity carried out through their account, except to the extent that such activity results from a security failure attributable to Brandlexy. Users must promptly notify Brandlexy of any actual or suspected unauthorised access to, or use of, their account or credentials.

Brandlexy may request additional information or require verification of information provided by a user before granting access to, or continuing access to, particular Platform features, functionality or services. A user’s failure to provide information or complete a verification process reasonably required by Brandlexy may result in access to the relevant feature being restricted or withheld.

Brandlexy may suspend, restrict or terminate an account, or limit access to any part of the Platform, where it reasonably believes that the account or its use involves materially false, misleading or inaccurate information; fraudulent, unlawful or abusive activity; a violation of these Terms; harassment or abuse of another user; attempts to manipulate or improperly influence matching, rankings or verification; circumvention or attempted circumvention of Brandlexy’s commercial model, including applicable fees or other commercial arrangements; or conduct that creates a material legal, security, operational or reputational risk to Brandlexy, the Platform or its users.

Where a user creates, accesses or operates an account on behalf of a company, agency or other organisation, the user represents and warrants that they are duly authorised to do so and to accept and perform these Terms on behalf of that organisation. The user must promptly notify Brandlexy if that authority ceases or changes.

4. Agency Profiles and Verification

Agencies may submit company information, team information, areas of expertise, portfolio material, case studies, client or category experience, pricing information, performance information and other information requested for verification.

Agencies are responsible for ensuring that all information submitted is truthful, accurate and capable of being substantiated.

Brandlexy may review submitted information and may request supporting material.

Verification means that Brandlexy has completed the verification process applicable to the relevant profile at that time. The scope, methodology and information considered as part of verification may vary depending on the profile, information available to Brandlexy and the nature of the verification process. Verification does not constitute a warranty, certification, endorsement or guarantee of an agency’s identity, financial standing, regulatory compliance, solvency, future performance and suitability for any particular engagement.

Brandlexy may remove, modify, suspend or decline verification where information cannot be adequately substantiated or where circumstances materially change.

5. Matching and Ranking

Brandlexy may use information provided by brands and agencies, together with information generated through their use of the Platform, to generate, curate, rank or recommend potential matches. Factors considered may include the requirements and preferences of the relevant brand, an agency’s expertise, experience, category relevance, location, availability, performance-related signals and other information or factors that Brandlexy considers relevant to the matching process.

Brandlexy may use automated systems, algorithmic processes and human review, individually or in combination, in generating, evaluating or curating matches and recommendations. The use of any particular factor, methodology or review process does not guarantee that a particular match will be generated, recommended or considered suitable, or that an engagement resulting from a match will be successful.

Brandlexy does not operate a pay-to-list or pay-to-rank model. Subject to this principle, Brandlexy may determine and apply its matching and ranking methodology based on factors it considers relevant to the Platform and its users. Brandlexy may modify, refine or discontinue its matching methodology, ranking criteria, recommendation systems or the factors considered from time to time based on its product, commercial, operational, technical or business requirements.

No agency is guaranteed to be listed, ranked, recommended or matched with a particular brand, and Brandlexy does not guarantee that any particular factor or combination of factors will be applied, weighted or considered in the same manner in every matching or ranking decision.

6. User-Submitted Content

Users may submit briefs, documents, images, text, case studies, portfolio materials, logos, performance information and other materials or information through the Platform (collectively, “User Content”).

As between the user and Brandlexy, the user retains all ownership rights that the user has in its User Content. Nothing in these Terms transfers ownership of User Content to Brandlexy.

Subject to these Terms and the Privacy Policy, you grant Brandlexy a limited, non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, adapt, display, transmit and otherwise use your User Content, including by making it available to relevant Platform users, to the extent reasonably necessary to operate and provide the Platform and its features. This licence includes the right to use User Content for matching and verification, facilitating and administering engagements, enabling communications between users, providing support, maintaining and securing the Platform, improving Platform functionality and services, and creating aggregated or de-identified information in accordance with these Terms and the Privacy Policy.

The licence will continue for so long as reasonably necessary for the purposes for which the relevant User Content was submitted or as otherwise required or permitted by applicable law. Brandlexy may retain limited copies of User Content where reasonably necessary for legal, security, fraud-prevention, dispute-resolution, record-keeping or other legitimate operational purposes.

You represent and warrant that you have, or otherwise control, all rights, permissions and authorisations necessary to submit the User Content to the Platform and to grant the licence described in this Clause, and that Brandlexy’s permitted use of the User Content in accordance with these Terms will not knowingly infringe the rights of any third party.

Users should not submit confidential or proprietary information belonging to another person or entity unless they are authorised to do so. Brandlexy will not publicly disclose confidential engagement information merely because it has been submitted to the Platform, except where disclosure is authorised by the relevant user, reasonably necessary to provide the Platform or its services, or required or permitted by applicable law.

Where User Content contains personal data relating to another individual, the user represents and warrants that they are lawfully entitled to provide that personal data to Brandlexy and that any notice, consent, permission, authorisation or other requirement applicable to such disclosure has been satisfied, to the extent required under applicable law.

7. Confidentiality

Users may receive or have access to confidential, proprietary or commercially sensitive information through the Platform, including briefs, pricing information, campaign plans, business information, unpublished work, commercial strategies and other non-public information disclosed in connection with a potential or actual engagement (“Confidential Information”).

Each user must keep Confidential Information confidential and use it only for the legitimate purposes of evaluating, entering into, performing or administering a Platform-related engagement or otherwise using the Platform in accordance with these Terms. A user must not disclose, publish, distribute or otherwise make Confidential Information available to any person who is not authorised to receive it, except where such disclosure is permitted under these Terms or required by applicable law.

Each user must take reasonable measures to protect Confidential Information against unauthorised access, use, disclosure, loss or misuse. Brandlexy will apply reasonable measures to protect Confidential Information within its control, having regard to the nature of the information and the circumstances in which it is received or held.

Users must not submit to the Platform any information that they are prohibited from disclosing to Brandlexy or that they are not otherwise authorised to provide. Each user is responsible for ensuring that its submission or disclosure of information to Brandlexy does not breach any confidentiality, contractual, legal or other obligation owed to another person or entity.

The obligations in this Clause do not apply to information that: (a) is or becomes publicly available other than as a result of a breach of these Terms; (b) was lawfully known to the receiving party without an obligation of confidentiality before it was disclosed; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is lawfully received from a third party that is not, to the receiving party’s knowledge, subject to an obligation of confidentiality in respect of that information.

A receiving party may disclose Confidential Information to the extent required by applicable law, regulation or a valid order of a court or governmental authority, provided that, where legally permitted, the receiving party gives the disclosing party reasonable prior notice and reasonably cooperates, at the disclosing party’s expense, with any lawful effort to limit or protect the disclosure.

Users may provide suggestions, ideas, feedback or other input concerning the Platform (“Feedback”). Brandlexy may use, reproduce, modify and incorporate such Feedback into its Platform, products or services without restriction or obligation to compensate or attribute the user, provided that Brandlexy does not use or disclose the user’s Confidential Information in doing so.

8. Payments and Brandlexy Fees

Brandlexy does not hold, receive, route or process engagement fees or other amounts payable between brands and agencies. All fees and other payments relating to an engagement are agreed and settled directly between the relevant brand and agency under their separate arrangement.

For each engagement attributable to a Brandlexy introduction, Brandlexy charges the agency a placement fee equal to 15% of the agency fees payable for the first three months of that engagement. For the purposes of this Clause, an engagement will be considered “closed” when the brand and agency enter into a written agreement or other legally binding arrangement under which the agency is engaged to provide services arising from or attributable to a Brandlexy introduction, whether directly or through an intermediary or related arrangement.

The agency must promptly notify Brandlexy when an engagement attributable to a Brandlexy introduction is closed and must provide such information as Brandlexy may reasonably require to verify the engagement and calculate the applicable placement fee. Where the applicable agency fees cannot be determined at the time the engagement is closed, the agency must provide Brandlexy with the relevant information once those fees are determined or become payable.

The placement fee is payable solely by the agency, is separate from and in addition to any fees payable by the brand to the agency under their engagement, and is not charged to the brand. The placement fee applies to engagements attributable to Brandlexy introductions made from the commencement of the pilot, unless otherwise agreed by Brandlexy in writing.

Unless otherwise agreed in writing, Brandlexy’s placement fee is earned upon closure of the relevant engagement and is payable in accordance with the payment terms communicated by Brandlexy or otherwise agreed with the agency.

During the pilot, Brandlexy does not charge the placement fee. Brandlexy will notify every agency in writing, at least 30 days in advance, of the date from which the placement fee will be charged (the “Charging Date”). No placement fee is payable on an engagement awarded on the Platform before the Charging Date, whenever that engagement commences. This paragraph constitutes Brandlexy’s agreement in writing for the purposes of the preceding paragraphs of this Clause.

Until the brand has accepted a first deliverable of an engagement on the Platform, the agency must not request or require the brand to pay, in aggregate, more than an amount equal to two weeks of the agency fees agreed for that engagement (the “Upfront Limit”). Where the agreed fees are a monthly amount, the Upfront Limit is one half of one month’s fees, and where the engagement has no stated duration, it is 25% of the agreed fees. The Platform will not record a quotation or a payment request from an agency that exceeds the Upfront Limit.

A brand that chooses to pay more than the Upfront Limit before accepting a first deliverable does so at its own risk. The Platform will record the payment and identify it as exceeding the Upfront Limit. The Upfront Limit does not make Brandlexy a party to, or responsible for, any payment between a brand and an agency.

9. No Circumvention

Where Brandlexy introduces a brand and an agency to one another, the brand and agency shall not, and shall ensure that their respective affiliates, representatives and related parties do not, directly or indirectly, circumvent, avoid or seek to avoid Brandlexy’s applicable placement fee under Clause 8. Without limitation, neither party shall knowingly structure, redirect, delay, conceal or otherwise arrange an engagement or commercial relationship arising from or connected with the Brandlexy introduction in a manner intended or reasonably calculated to avoid or reduce the placement fee payable to Brandlexy.

For the purposes of Clause 8, an engagement will be treated as attributable to a Brandlexy introduction where the introduction materially contributed to the parties entering into the engagement, whether the engagement is entered into directly between the brand and agency or through an affiliate, group company, intermediary, representative, related party or other person or entity acting on behalf of, or for the benefit of, either party. The form, structure or contracting route used to enter into the engagement will not, by itself, prevent the engagement from being treated as attributable to the Brandlexy introduction.

The restriction in this Clause applies to any engagement or commercial relationship arising from or attributable to a Brandlexy introduction during the period commencing on the date of the introduction and ending twelve (12) months thereafter. Where the parties enter into an engagement within this period, the fact that the engagement is documented, commenced, invoiced or otherwise implemented after expiry of the twelve-month period will not, by itself, prevent the engagement from being attributable to the original Brandlexy introduction.

Each party must promptly and accurately disclose to Brandlexy any engagement arising from or attributable to a Brandlexy introduction and provide such information and supporting documentation as Brandlexy may reasonably require to determine whether the engagement is subject to a placement fee under Clause 8. Brandlexy may take reasonable measures to verify the existence, timing, structure and commercial nature of an engagement for this purpose.

Where a party asserts that an engagement arose from a genuine pre-existing relationship and is therefore not attributable to the Brandlexy introduction, that party must be able to reasonably demonstrate that the relevant relationship or substantive commercial discussions existed before the Brandlexy introduction. A general prior acquaintance, awareness of the other party, or historical interaction will not, by itself, establish a pre-existing commercial relationship for the purposes of this Clause.

Nothing in this Clause prevents a brand or agency from continuing or entering into an engagement arising from a genuine pre-existing commercial relationship. However, any such relationship must be disclosed accurately to Brandlexy where relevant to determining the applicability of the placement fee, and must not be misrepresented, concealed or retrospectively characterised as pre-existing for the purpose of avoiding or reducing Brandlexy’s applicable fee.

The obligations in this Clause are intended to protect Brandlexy’s placement fee under Clause 8 and shall survive the termination or expiry of these Terms in respect of any introduction made during the applicable twelve-month period.

10. Agency and Brand Responsibilities

Agencies are responsible for the accuracy of their profiles and claims, authenticity of portfolio and case-study information, obtaining rights to submitted work, compliance with applicable advertising and intellectual-property laws, performance of contracted services, and their own taxes, employees, contractors and business obligations.

Brands are responsible for providing accurate briefs, providing necessary information and approvals, paying agencies under their agreement, obtaining rights and permissions for materials they provide, ensuring their campaigns comply with applicable law, and communicating material changes to project scope.

Brandlexy does not independently verify every representation, claim, portfolio item, performance statement or other information submitted by users, and users remain responsible for conducting their own due diligence.

11. Re-Match Guarantee

Eligible engagements may qualify for Brandlexy’s Re-Match Guarantee, subject to the eligibility conditions, exclusions, process and limitations set out in Section 3 of these Terms. The Re-Match Guarantee, where applicable, provides a limited re-matching remedy only and does not constitute a guarantee, warranty or assurance of the performance, quality, commercial outcome or successful completion of any engagement.

Where the Re-Match Guarantee applies, Brandlexy’s obligation is limited to conducting one fresh matching process in accordance with Section 3 and, where a re-matched engagement is concluded through Brandlexy, waiving Brandlexy’s applicable placement fee for that re-matched engagement. The Guarantee does not create any obligation on Brandlexy to provide a particular agency, guarantee the availability or suitability of a replacement agency, refund any agency fees or previously paid Brandlexy fees, or compensate any party for losses arising from the original or replacement engagement.

The Re-Match Guarantee is separate from, and does not alter, the contractual relationship between the Brand and the Agency. Brandlexy is not a party to the underlying engagement between them and does not assume responsibility for the Agency’s acts, omissions, performance, deliverables or obligations.

Any request for a Re-Match will be assessed in accordance with Section 3, and the availability of the remedy will remain subject to the eligibility requirements and exclusions specified therein.

Where Brandlexy waives its placement fee on a re-matched engagement, the agency engaged under the re-match must pass the benefit of that waiver to the brand. The price payable by the brand for the re-matched engagement will be the agency’s quoted price reduced by the placement fee that would otherwise have been payable to Brandlexy on that engagement, and the Platform applies that reduction and shows it to both parties. No reduction arises where no placement fee would have been payable, including during the pilot.

12. Prohibited Conduct

You must not use the Platform to provide materially false, misleading, inaccurate or incomplete information, or knowingly fail to update information where doing so could materially affect another user’s use of the Platform or a matching, ranking or verification decision; impersonate or falsely represent your identity, affiliation, authority or relationship with any person or business; submit, upload, publish or otherwise provide any content or information that you do not have the necessary rights, permissions or authorisations to use or disclose; manipulate, distort or attempt to improperly influence reviews, ratings, rankings, matching outcomes, verification processes, recommendations or other Platform mechanisms; probe, scan, test, bypass or otherwise interfere with the security, authentication, access controls or technical integrity of the Platform, or attempt to gain unauthorised access to any account, system, network or data; scrape, crawl, harvest, copy, systematically extract, reproduce or otherwise collect Platform data or content by automated or other means, except through functionality expressly made available by Brandlexy or with Brandlexy’s prior written permission; upload, transmit or distribute any malware, virus, malicious code or other software or material designed or reasonably likely to disrupt, damage, disable or interfere with the Platform, its systems or another user’s device or data; use the Platform to engage in, facilitate or promote any activity that violates applicable law or regulation; harass, threaten, intimidate, abuse or unlawfully discriminate against another user, or otherwise engage in conduct that materially interferes with another user’s legitimate use of the Platform; access, use, disclose or misuse another user’s confidential, proprietary or commercially sensitive information except as authorised for the relevant Platform or engagement purpose; circumvent, avoid or seek to avoid Brandlexy’s applicable fees, commercial arrangements or other requirements, including by structuring or redirecting engagements in breach of Clause 9; use the Platform to solicit, collect, disclose or otherwise process personal data in a manner that violates applicable law or the rights of the relevant individual; use the Platform in a manner that materially interferes with its legitimate operation, availability, performance or functionality, including by introducing unreasonable loads, automated activity or other disruptive behaviour; or attempt, assist, encourage or knowingly permit another person to engage in any of the foregoing conduct.

13. Intellectual Property

Brandlexy and its licensors retain all right, title and interest in and to the Platform and all intellectual property and proprietary rights embodied in or relating to it, including its software, source code and object code, architecture, design, interfaces, workflows, databases, data structures, algorithms, matching and ranking methodologies, verification systems, documentation, content, trademarks, logos, branding, trade names, domain names and other proprietary systems, technology and materials, together with any modifications, enhancements, updates, developments or derivative works of the foregoing (collectively, “Brandlexy IP”). Except for the limited right to access and use the Platform in accordance with these Terms, no right, title, licence or other interest in or to the Brandlexy IP is granted or transferred to any user, whether expressly, by implication, estoppel or otherwise.

Subject to these Terms, Brandlexy grants each user a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable period of access to use the Platform solely for its intended business purpose and in accordance with these Terms. Users must not, and must not permit or assist any third party to, copy, reproduce, modify, adapt, translate, create derivative works from, distribute, license, lease, sell, resell, transfer, commercially exploit or otherwise make available the Platform or any part of the Brandlexy IP, except to the extent expressly permitted by these Terms or with Brandlexy’s prior written consent. Users must not reverse engineer, decompile, disassemble, attempt to derive source code or underlying ideas, circumvent technical restrictions or access controls, or otherwise attempt to discover or reproduce the underlying technology, algorithms, models, workflows or systems used to operate the Platform, except to the extent such restriction is prohibited by applicable law.

Nothing in these Terms restricts a user’s ownership of intellectual property that the user independently provides to the Platform or creates independently of the Platform. However, no user may use, reproduce, modify or exploit Brandlexy IP, or any Platform content, materials or functionality, except as expressly permitted under these Terms. Any suggestions, recommendations, ideas or feedback provided by a user concerning the Platform may be used by Brandlexy without restriction or obligation, provided that such use does not disclose or misuse the user’s Confidential Information.

All rights in the Brandlexy IP not expressly granted to users under these Terms are reserved by Brandlexy and its licensors. Any access or use of the Platform in breach of this Clause will immediately terminate the limited rights granted under this Clause, without prejudice to any other rights or remedies available to Brandlexy under these Terms or applicable law. The rights granted under this Clause will automatically cease upon termination or expiry of the user’s access to the Platform.

14. Third-Party Services

The Platform may integrate with or link to third-party services. Brandlexy does not control third-party services and is not responsible for their independent operation, availability, security, content or terms. Use of third-party services may be subject to separate terms and privacy policies.

15. Platform Availability

Brandlexy will use reasonable efforts to maintain the Platform but does not guarantee uninterrupted or error-free availability. The Platform may occasionally be unavailable because of maintenance, upgrades, security events, infrastructure failures or circumstances beyond Brandlexy’s reasonable control.

16. Disclaimers

To the maximum extent permitted by law, Brandlexy provides the Platform on an ‘as available’ and ‘as is’ basis.

Brandlexy does not warrant that every match will be suitable, an agency will achieve a particular result, an engagement will be completed successfully, a user will receive a particular return on investment, information supplied by another user is accurate, the Platform will always be available, or the Platform will be free from errors.

Brandlexy’s verification and matching processes are intended to reduce certain marketplace risks but do not constitute independent due diligence, certification or assurance regarding any user, agency, brand, engagement, information or outcome, and do not eliminate the risks inherent in engaging third-party service providers.

17. Limitation of Liability

To the maximum extent permitted by applicable law, Brandlexy and its affiliates, directors, officers, employees, representatives and agents shall not be liable to any user or any other person for any indirect, incidental, special, exemplary, consequential or punitive loss, damage, cost or expense, or for any loss of profits, revenue, business, contracts, opportunities, anticipated savings, goodwill, reputation, data or other intangible value, arising out of or in connection with the Platform, these Terms, or any engagement, transaction, communication or relationship between a brand and an agency, whether or not Brandlexy was advised of, or could reasonably have anticipated, the possibility of such loss or damage.

Without limiting the foregoing, Brandlexy shall not be responsible or liable for any act, omission, representation, performance, non-performance, deliverable, payment, delay, termination, breach or dispute arising between users or in connection with any underlying engagement or agreement between a brand and an agency. The fact that Brandlexy facilitates introductions, matching, communications, verification or other Platform functionality does not make Brandlexy a party to, guarantor of, or otherwise responsible for the performance of any underlying engagement or arrangement between users.

To the maximum extent permitted by applicable law, the aggregate liability of Brandlexy and its affiliates, directors, officers, employees, representatives and agents arising out of or relating to the Platform, these Terms or any services provided by Brandlexy, whether in contract, tort, negligence, statute or otherwise, shall not exceed the total fees actually paid by the relevant user to Brandlexy in respect of the Platform or relevant service during the twelve (12) months immediately preceding the event giving rise to the claim. Where no fees have been paid by the relevant user to Brandlexy during that period, Brandlexy’s aggregate liability shall be limited to INR 2,000.

The limitations and exclusions in this Clause apply notwithstanding any failure of essential purpose of any limited remedy provided under these Terms and shall apply to the maximum extent permitted by applicable law. Nothing in these Terms excludes or limits any liability, right or remedy to the extent that it cannot lawfully be excluded or limited under applicable law.

18. Indemnification

To the extent permitted by applicable law, each user shall indemnify, defend and hold harmless Brandlexy, its affiliates and their respective directors, officers, employees, representatives and agents (collectively, the “Brandlexy Indemnified Parties”) from and against any third-party claims, actions, proceedings, liabilities, damages, losses, penalties, costs and reasonable expenses, including reasonable legal fees, arising out of or relating to: (a) the user’s breach of these Terms; (b) any User Content, information or materials submitted, provided or made available by the user through the Platform; (c) any allegation that such User Content or materials, or the user’s permitted use of the Platform, infringes, misappropriates or otherwise violates the rights of a third party; (d) the user’s fraud, wilful misconduct, unlawful conduct or materially misleading representation or omission; (e) the user’s misuse of, or unauthorised access to or use of, the Platform; or (f) any engagement, transaction, arrangement, claim or dispute between the user and another user, including any breach or alleged breach of the agreement or obligations between them. This indemnity shall apply only to the extent that the relevant claim, loss or expense is attributable to the applicable user’s acts, omissions, representations or obligations and shall not apply to the extent caused by the fraud, wilful misconduct or breach of these Terms by a Brandlexy Indemnified Party.

Where Brandlexy becomes aware of a third-party claim that may give rise to an indemnification obligation under this Clause, Brandlexy will, where reasonably practicable and to the extent permitted by applicable law, provide the indemnifying user with reasonably prompt notice of the claim. Any delay in providing such notice will not relieve the indemnifying user of its obligations under this Clause except to the extent that the delay materially prejudices the user’s ability to defend the claim. Brandlexy may participate in the defence of any such claim with counsel of its choice at its own cost, and the indemnifying user shall provide reasonable cooperation and assistance in connection with the defence. The indemnifying user shall not settle any claim in a manner that admits liability on the part of, imposes any non-monetary obligation on, or otherwise materially prejudices the interests of, any Brandlexy Indemnified Party without Brandlexy’s prior written consent, which shall not be unreasonably withheld or delayed. Brandlexy shall not agree to any settlement that imposes any admission of liability or material obligation on the indemnifying user without the user’s prior written consent, which shall not be unreasonably withheld or delayed.

19. Suspension and Termination

A user may cease using the Platform at any time, subject to any obligations or commitments that have accrued before such cessation or that are intended to survive under these Terms.

Brandlexy may, at its discretion and where reasonably necessary or appropriate, suspend, restrict or terminate a user’s access to the Platform, or to any feature, account or functionality, where Brandlexy reasonably believes that such action is necessary to: (a) enforce or prevent a breach of these Terms; (b) protect the security, integrity, availability or proper functioning of the Platform; (c) protect Brandlexy, its users or any third party from fraud, abuse, misuse, unlawful conduct or other material risk; (d) investigate or respond to an actual or suspected security incident, unauthorised access or other misuse of the Platform; (e) comply with applicable law, regulation or a direction of a competent authority; or (f) protect Brandlexy’s legitimate business, legal, operational or reputational interests. Where reasonably practicable, Brandlexy may provide the affected user with notice of the suspension, restriction or termination and, where appropriate, an opportunity to address the relevant issue; provided that Brandlexy may take immediate action without prior notice where it reasonably considers that delay may cause harm, increase risk, compromise an investigation or otherwise be inappropriate in the circumstances.

Upon suspension or termination, the user must cease accessing and using the affected Platform functionality and must not attempt to circumvent or otherwise defeat the applicable suspension or termination. Termination or suspension will not affect any rights, obligations, fees, liabilities or claims that accrued before the effective date of such action, and will not relieve a user of any obligation arising from an engagement, transaction or arrangement that was entered into through or attributable to the Platform.

Clauses which by their nature are intended to survive termination or expiry of these Terms will continue to apply, including provisions relating to payment obligations and accrued fees, confidentiality, intellectual property, indemnification, limitation of liability, no circumvention, dispute resolution and any other rights or obligations which are expressly or necessarily intended to survive termination.

20. Changes to These Terms

Brandlexy may update these Terms from time to time. The latest version will be published through the Platform. Material changes will be communicated through reasonable means where required. Continued use of the Platform after the effective date of an updated version may constitute acceptance of the updated Terms to the extent permitted by applicable law. Where a change materially affects the user’s rights or obligations, Brandlexy will provide reasonable notice of the change through the Platform or other reasonable means, where required.

21. Governing Law and Disputes

These Terms shall be governed by the laws of India.

Subject to any mandatory rights available under applicable law, disputes arising directly between a user and Brandlexy shall be subject to the exclusive jurisdiction of the competent courts at Bangalore, Karnataka, India, subject to any mandatory rights available under applicable law.

Nothing in these Terms prevents a party from seeking urgent or interim relief where legally available.

22. Contact

Brandlexy Technologies Private Limited
General support: support@brandlexy.com
Privacy matters: privacy@brandlexy.com
Grievances: grievance@brandlexy.com