1. Your relationship with GoDB
1.1. This is an agreement between YOU and GoDB Tech Private Limited ("GoDB") governing the use of the Cloware site and its services.
1.2. You agree that no joint venture, employment, or contractor relationship exists between you and GODB as a result of agreeing to this Terms of Service or the use of Cloware site.
1.3. Your agreement to the Terms of Service constitutes the entire agreement between you and GODB with respect to this site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and GODB with respect to this site.
2. Accepting the terms
This agreement is binding and in order to accept these terms, you should be of legal age. If you are entering into this agreement on behalf of the company you work for, you represent to us that you have legal authority to bind your company. In order to use the Services, you must first agree to the Terms of Service. You may NOT use the Services if you do not accept the Terms. You can accept the Terms by simply visiting the Cloware site or by using its Services. We would treat your use of the Services as acceptance of the Terms from that point onwards.
3. Description of Service
Cloware site provides various web based, online/offline business applications ("Apps") which are hosted on the internet and provided to you ("Service"). These Services are offered to you for the business purposes of your organization and you would need to subscribe to these Services to use them ("Subscription"). You can access these services using any internet connection, and you are responsible to procure the required internet access.
4. Your Account
4.1. Signup: To access the Services you need to sign-up by creating a user account associated with a valid e-mail address. It is recommended that you use your corporate email address for sign-up and provide accurate, current and complete information about you or the organization you represent.
4.2. Access: The access to your account is via a username and password combination. At all times, you are responsible for the security of your passwords and usage of your account. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. If you become aware of any unauthorized access to your account, you agree to notify Cloware immediately.
4.3. Security: We will implement reasonable and appropriate measures designed to help you secure your content against accidental or unlawful loss, access or disclosure.
4.4. Privacy: The privacy to your account and your content is as defined by our Privacy policy currently referenced at http://www.cloware.com/legal/privacy, as it may be updated by us from time to time.
5. Your Subscription
5.1. Subscription: Once you create a user account, you need to subscribe to individual services to use them. You would need to pay the subscription fee, using one of the payment methods we support. The minimum subscription period is thirty (30) calendar days.
5.2. Renewal: The subscriptions are auto-renewed until cancellation, and the corresponding subscription fee would be auto debited via the payment method you had chosen during previous payment. If the auto debit fails for some reason, we would indicate the same to you in your account home page or via email, and you are to make the payment in full within 7 calendar days, failing which we may at our option cancel your subscription anytime thereafter. It is your responsibility to ensure that the subscriptions are renewed continuously, by paying the appropriate subscription fees in advance to the expiry.
5.3. Cancellation: You can cancel your subscription(s) at any time and all your content would be erased from Cloware site immediately after such cancellation. Hence it is your responsibility to backup your content before such cancellation. There would be no refund of the subscription fee already paid and you would need to pay the outstanding charges (if any) for the extra usage of storage and bandwidth.
5.4. Plan Change: You can change your subscription plans anytime by paying the full fee of the new plan followed by an explicit request to us via Email or the Cloware website. We would engage with you and chart a mutually agreeable migration plan with preferred date and time for the migration, to minimize your downtime.
6. Fees and Payment.
6.1. Subscription fee: We calculate and bill the subscription fees monthly in advance.
6.2. Charges: We calculate and bill the usage charges for storage and bandwidth, at the end of each month. There would be no additional charge if the usage does not exceed the free monthly limits within the subscription plan.
6.3. Refunds: There would be no refunds of the subscription fee or charges or taxes, once paid.
6.4. Taxes: All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6.5. Payment: You will pay us the applicable fees and charges for use of the Service Offerings as described on the Cloware site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Cloware site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days' advance notice.
7. Your Responsibilities
7.1. Your content: You are solely responsible for the content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
7.1.1. compliance of Your Content with our "Usage of Services" policy
7.1.2. compliance of Your Content with the applicable laws in your jurisdiction
7.1.3. any claims relating to Your Content or business process
7.1.4. misuse of Your Content by your End-Users
7.2. Customizations: You are responsible for any customizations done by you or any contractors on your behalf, to the applications. You are responsible for the behavior, security of your custom applications.
7.3. Backups: You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain backup of Your Content, which may include routine archiving Your Content.
7.4. End User Support: You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
8. Usage of Services
8.1. Allowed Usage: You may only use the Services to store, retrieve, query, and execute your content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, "Your Content" includes the content of your organization pertaining to its legally permissible businesses. You are solely responsible for the contents of your transmissions through the Services.
8.2. Restrictions: As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.
8.3. Illegal usage: You agree not to use the Services for illegal purposes like:
8.3.1. Defame, abuse, harass, make fraudulent claims, threaten or otherwise violate the legal rights (such as rights of privacy) of others
8.3.2. Publish, post, upload, link to, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information
8.3.3. Upload, or otherwise make available, files that contain images, software or other material protected by intellectual property laws, including, by way of example, copyright or trademark laws unless you own or control the rights thereto or have received all necessary consents to submit such materials to the site
8.3.4. Use any material or information, including images or photographs, which are made available on the site in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party
8.3.5. Upload files that contain viruses, Trojan horses, worms, corrupted files, or any other similar software or programs that may damage or interfere with the operation of another's computer or property of another
8.3.6. Forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any materials transmitted to or from the site, or delete or alter any attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other uploaded material
8.3.7. Collect information about others, including e-mail addresses or other personal information
8.3.8. Use the Service in manner or for any purpose which is prohibited by law
8.3.9. Violating security restrictions, unauthorized access, abusing the network, denial of service attacks, intentional overloading of server using flooding techniques
8.3.10. Use the Service to send or facilitate unsolicited mass emailing or spamming
GoDB reserves the right to terminate your access to the Services without notice and commence legal actions and proceedings to seek remedies or injunctions, if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
9. Standard Legal Terms
9.1. Disclaimer: The Cloware site and all information, content, materials, products (including any software) and services included on or otherwise made available to you through this site are provided by GoDB on an "as is" and "as available" basis, unless otherwise specified in this Terms of Service. GoDB makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, products (including any software) or services included on or otherwise made available to you through the Cloware site. You expressly agree that your use of this site is at your sole risk. To the full extent permissible by applicable law, GoDB disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. GoDB does not warrant that this site; information, content, materials, products (including any software) or services included on or otherwise made available to you through the Cloware site; its servers; or e-mail sent from Cloware are free of viruses or other harmful components. 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 GoDB, its employees or representatives shall create any warranty not expressly stated in the Terms of Service.
9.2. Limitation of Liability: WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
9.3. Indemnification: You agree to indemnify, defend, and hold harmless GoDB and its officers, directors, employees, successors and assigns from and against any losses, damages, fines, expenses, legal attorney fees or other liability arising out of or relating to:
9.3.1. Any claims that you have used the services in violation of any law or in violation of the Terms of Service
9.3.2. Misuse of the service or content by your End-user
10. Term and Termination
10.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.
10.2. Termination.
10.2.1. Termination for Convenience. You may terminate this Agreement for any reason by (i) providing us notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice.
10.2.2. Termination for Cause.
A. By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
B. By Us. We may also terminate this Agreement immediately upon notice to you (i) for cause, if any act or omission by you or any End User, (ii) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (iii) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (iv) in order to comply with the law or requests of governmental entities, or (v) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
10.3. Effect of Termination
10.3.1. Generally. Upon any termination of this Agreement:
A. all your rights under this Agreement immediately terminate
B. you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination
10.3.2. Post-Termination Assistance. Unless we terminate your use of the Service Offerings, during the 30 days following termination:
A. we will not erase any of Your Content as a result of the termination;
B. you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Service Offerings and all other amounts due; and
C. we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.
Any additional post-termination assistance from us is subject to mutual agreement by you and us.
11. Partners and third party relatioships.
11.1. Hosting.
Cloware is hosted on the Amazon Web Service platform ("Hosting partner") and depends on its pricing, service and service levels to provide the Cloware services. If the hosting partner changes it's pricing, services, service levels, terms of service, allowed usage and any such terms related to their Service offerings, we may make a corresponding change in our offering to you. These changes would be applicable only for forward dates and would not be applied retrospectively.
11.2. Open source components.
Cloware service uses certain Open source components. These components are listed separately along with their Terms and conditions under www.cloware.com/legal/oss, which may be changed from time to time.
12. Definitions.
"Content" means data, text, audio, video, images or other content.
"End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service offerings under your subscription.
"Service Level Agreement" means all service level agreements that we offer with respect to the Services and post on the Cloware site, as they may be updated by us from time to time. The service level agreements we currently offer with respect to the Services are located at http://www.cloware.com/legal/sla.
"Your Content" means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.