THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND Kaambesh Technology Solutions (hereinafter “Kaambesh” or “Our” or “We” or “Us”) GOVERNING YOUR USE OF our enpax Cloud and on-premise Software Services. This Agreement consists of the following terms and conditions (hereinafter the “Terms”).
The following words and phrases have defined meanings:
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with the subject entity.
“User Data” means information relating to a person using KaambeshenpaxServices.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“Customer Data” or “Your Data” means any data provided by Customer that Kaambesh processes on behalf of Customer as a Data Processor in the course of providing Services.
“Customer Personal Data” means Customer Data relating to person or entity.
“Documentation” means the online user guides, documentation, and help and training materials for the KaambeshenpaxServices, as updated from time to time, accessible at www.kaambesh.com or other Websites designated by Us.
“Order Form” means an ordering document or online order or subscription activation specifying the Services to be provided hereunder that is entered into between You and Us.
“Processing” means any operation or set of operations which is performed upon Customer Data & Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Services” means the products and Services that are ordered by You or provided to You (free of charge or under a free trial) and made available on cloud or on-premise by Us, including associated mobile Apps and components. “Services” exclude Content and Third-party Applications.
“Terms of Service” means this document.
“Kaambesh” means the Kaambesh Technology Solutions having its office at Mumbai, India.
“enpax” means the brand name given by Kaambesh to its suite of Software Products and Services provided through Cloud or ‘On-Premises’ installation.
2. Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If You do not agree to the Terms, do not use any of our Services. You can accept the Terms by checking a checkbox or clicking on a button indicating Your acceptance of the terms, or by actually using our Services. Employees or affiliates of businesses offering Services that directly compete with any of Kaambesh’s Services are expressly prohibited from accessing any KaambeshenpaxServices for competitive research or related activities.
We offer our enpax suite of software to You as Services. The Services are provided in two ways, (i) on Cloud servers managed by Us (ii) on on-premise servers managed by You. The Services are accessible on browsers and mobile Apps.
When You purchase our Services as User Subscription or License; You are granted a non-exclusive, non-transferable, revocable license to access and use the Service strictly in accordance with this Agreement.
We charge for the Services monthly, quarterly or annually; as described in the order or discussed with You.
4. Restrictions on Use
You shall not:
- Transfer or otherwise make available to any third party the Services
- Provide any Service based on the Services without prior written permission
- Use the third-party links to sites without agreeing to their Website terms & conditions
- Post links to third party sites or use their logo, company name, etc. without their prior written permission
- Use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another.
- Use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email.
We reserve the right to terminate Your access to the Services if there are reasonable grounds to believe that You have used the Services for any illegal or unauthorized activity.
5. Obligations of User
You are responsible for obtaining access to the Internet and the respective equipment necessary to use the Services.
5.2 Sign up Obligations
You agree to:
- Provide true, accurate, current and complete information about Yourself as prompted by the signup process or Order Form; and
- maintain and promptly update the information provided during sign up or in Order form to keep it true, accurate, current, and complete.
If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if Kaambesh has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Kaambesh may terminate Your subscription and refuse current or future use of any or all of the Services.
5.3 Transmitted Content
You agree to be solely responsible for the contents of Your transmissions through the Services.
5.4 Third Party Integration
When You enable a Kaambesh feature that connects to a third-party application or Service, You acknowledge that You agree to the third party’s terms of service, and grant Kaambesh permission to access, copy, reformat, transmit, and to make available to the third party in question, any data required by said third party to render Services to You. You further indemnify Kaambesh of any liability associated with the third-party’s access to, and use of data provided to it on Your behalf.
5.6 Secure use
You are responsible for the secure use of the Services. This includes securing Your account authentication credentials, protecting the security of Your data when in transit to and from the Services and taking any appropriate steps to securely encrypt or export any of Your data uploaded to the Services. You are additionally responsible for ensuring that You do not accidentally make any private content publicly available.
You agree to use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.
5.7 Legality of data
You shall be responsible for the accuracy, quality, and legality of Your Data and the means by which You acquired Your data.
5.8 Compliance with local laws
You agree to use Services only in accordance with the documentation and applicable laws and government regulations.
5.9 Other Users compliance
If You are agreeing on behalf of Your business, You will be responsible for the compliance of other users on the account with this agreement.
If any users on Your subscription violate the terms of this agreement, Kaambesh may terminate Your subscription and refuse the current or future use of any or all of the Services.
6. Obligations of Kaambesh
We will use commercially reasonable efforts to make the online purchased Services available 24 hours a day, 7 days a Week, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Infrastructure or Internet service provider failure or delay, Non-Kaambesh Application, or denial of service attack.
Kaambesh will maintain safeguards for the protection of the security and integrity of Your Data.
7. Fees, Payments, Cancellations, & Refunds
7.1 Automatic renewal & Fee revision
Once You place order with us to activate the paid subscription, billing is processed for One-Time-Cost and First Subscription Fee or as mentioned inrelevant documentation and Order Form. Thereafter, at the end of each KaambeshenpaxCloud or On-premise subscription period, subscriptions are automatically renewed and billing is processed. We reserve the right to modify subscription fees after notice is given to You in advance.
7.2 Fees are non-refundable
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable.
7.3 Invoicing and Payment Details
Fees will be invoiced monthly/annually in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 7 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
7.4 Payment Options
You may pay for the raised bill by any of the following methods.
- A NEFT / Bank Transfer to our Bank Account
- A cheque issued on Us
- A valid Credit Card
- A valid Debit Card
For payments towards future periods, if a refund request is made within 7 days of payment, Kaambesh will offer a full refund. For payments made for past periods, refunds will not be issued. Payments towards migration Services, setup Services, training service fees are non-refundable after the service has started.
7.6 Payment Failure and Account Suspension
If payment is not received within 14 days, Kaambesh will put the Cloud account in the suspended state, for the next 15 days. To re-activate Your account, You can simply pay the outstanding invoice(s). If Your account has not been activated within 45 days of suspension, Your On-Cloud instance will be deleted. An archive will be available for another 30 days.
The On-Premise installation license becomes inactive on expiry of license period and non-payment of next subscription cycle invoice. You will not be able to access the Service with invalid or expired license. To activate the license, You can simply pay the outstanding invoice(s). If Your license has not been activated within 45 days of inactivation, Your On-Premise subscription is considered to be discontinued. Kaambesh does not offer any support services to such subscription. Being On-premise installation, the archive is on Your servers.
You can discontinue this subscription at any time by writing to Us. Cancellations that are made prior to the end of any subscription period will stop the automatic renewal of Your KaambeshenpaxCloud subscription at the end of the subscription period. Your account will remain active until the end of the subscription period that has already been paid for. You will not be charged for using any Service unless You have opted-in for a paid subscription plan.
7.8 Goods Service Tax (GST)
All fees are exclusive of taxes, which We will charge as applicable. You agree to pay any taxes applicable to Your use of the subscription service and other Services.
7.9 Future Functionality
You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
8. Subscription Term
Your initial subscription period will be specified in Your Order, and Your subscription will automatically renew for the shorter of the subscription period or one year. To prevent a renewal of the subscription, You must cancel the subscription. If You add products during the Subscription Term, the fees for these additional products will be prorated and they will renew along with Your subscription unless otherwise indicated in Your Order.
9. Data Ownership
9.1 Data Ownership
We respect Your right to ownership of content and data created or stored by You. You own the content created or stored by You. You grant Kaambesh permission to access, copy, store, reformat, the content of Your user account solely as required for the purpose of providing the Services to You.
9.2 Sample files and Applications
Kaambesh may provide sample data and files for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Kaambesh makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
10. Publicity and Marketing
We shall be entitled to advertise and represent that the You are a customer of Us and the broad nature of work performed by Us for You. You agree that We may use the YourBusiness name and logo on our customer list, presentations and public website. Our publicity shall not disclose any Confidential Information.
11. Modification of Terms of Service
We may modify the Terms upon notice to You at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the Website terms-of-service. You may terminate Your use of the Services if the Terms are modified in a manner that substantially affects Your rights in connection with the use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be Your agreement to the amended Terms.
12. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. KAAMBESH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KAAMBESH MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM KAAMBESH, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13. Limitation of Liability
13.1 Limits to Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KAAMBESH AND ITS AFFILIATES TO YOU AND YOUR AFFILIATES IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE
13.2 Exclusion of Consequential and Related Damages
YOU AGREE THAT KAAMBESH SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF KAAMBESH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree to indemnify and hold harmless Kaambesh, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to Your use of the Services, except where such use is authorized by Kaambesh.
15. Governing Law, Jurisdiction, Arbitration, and Notices
This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Maharashtra, India. The parties agree that Mumbai, India will be the venue of any dispute and will have jurisdiction over all parties.
16. End of Terms of Service
Contact us for any queries pertaining to this agreement.
Reach us at email@example.com