In this agreement, the following terms will have the following meanings:
"Admin user" means the administrator who had been given an admin role in application.
"Application" means the PRxCloud Application and associated services.
"Associated services" means the administrative, support and back-end services for the operation and continuation of the application, available from the PRxCloud application and mobile application
“EnClient” is private incorporated non–govt company registered company (EnClient Technologies Pvt LTD CIN- U72100MP2008PTC020232) as per Indian companies act 1956 and PrxCloud is software product sole property of “EnClient”.
"Intellectual property rights" means all patents, trademarks (registered or unregistered), service marks, design rights, copyright, trade or business names, know-how, confidential or proprietary information, databases, software or code, owned or licensed by EnClient anywhere throughout the world.
"User" means a person who has been authorized to use the application by admin user, including the admin user
"User generated content" means the data, images, videos, or other content created, uploaded, shared, published or distributed by users when using the application
Subject to your payment of applicable subscription/license fees, and you and your users continued compliance with these terms and conditions, PRxCloud grants you and your users a limited, non-exclusive, non-transferable, non-sub licensable license to use the application.
This license does not entitle you to license, sell, rent or otherwise transfer your rights under this agreement to any person other than authorized Users.
The permitted number of users of the application will depend on the subscription/license package you have chosen. You may not allow unauthorized additional users to use the application. You may not share user accounts between multiple users.
PRxCloud will charge you additional subscription fees for each additional user that uses the application.
The permitted number of devices each user may use to access the application will depend on the subscription package you have chosen.
A trial account is only available for a limited time period. The period will be indicated to you at the time of starting trial.
After the trial period expires, your trial account may be terminated. You may then continue to a paid account.Any data you have uploaded to system will be deleted forever, if your account is not converted into paid account. You will only be uploading trial data on system and will not use system for organizing your data.
We reserve the right to terminate the trial offering at any time at our sole discretion.
We will use our best efforts to make the application available 24 hours a day with minimum disruptions. But we cannot and do not warrant or guarantee such availability.
We will not be held liable for any loss caused to you or any other party by the non-availability or disrupted availability of the application.
We will try our best effort to make application available in less than 8 Hrs but in case of more than 48hrs of unavailability if you want to discontinue service then we will refund subscription fees on pro-rata basis from the date you demand discontinuation.
We may refuse, limit, suspend or interrupt your access to and/or use of the application if you fail to pay any amount owing, or if you or a User breaches any of these terms and conditions, or for any other reason valid in law.
Take any action that imposes or may impose an unreasonable or disproportionately large load on any servers used to host the application and/or which otherwise impairs the functionality of the application for other users.
Use any device or computer program which is designed primarily to overcome security measures used by the application to protect data, or use any username or password without authority to unlawfully access and use the application and/or to interfere with any data associated with the application.
Copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display the underlying software, databases or code for the application, unless you have our prior written permission.
Impersonate any other person or use a false or unauthorized username or password to create a false identity and/or e-mail address or to misrepresent the origin or identity of any communications.
Make available or upload content onto the application which is not owned or licensed to you or which you do not have permission to use.
Make use of the application to collect, harvest or otherwise obtain personal information relating to other users.
Make use of the application to send any form of unsolicited commercial communications to third parties.
The permitted amount of product data and customer data that you can upload to the application will depend on the subscription package that you have chosen. In addition, we impose a 2GB soft limit on the amount of space that your product images may use on our servers. Should you breach this limit you will be required to resize your image files to fit within the 2GB limit.
We may, in our sole discretion, refuse any user further access or use of the application and will give a limited time period (3 days) to download/export your data if you contravene the provisions of this clause 6.
Subscription/license fees will be paid according to the agreed rates while starting services. Please note that agreed rates are applicable for 1year and we reserve rights to change rates while contract renewal however for any change in rates we will give you 3 Months intimation of revised rates.
We use cheques, DD, wire transfer to receive payments.
All payments must be made in the INR (Indian rupees).
User generated content that is created, uploaded, shared, published or distributed via the application remains the sole responsibility of the User.You must not upload, publish or distribute any content that:
Is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable.
Constitutes hate speech or is likely to provoke violence.
Is racist, sexist, homophobic, sexually explicit, abusive or otherwise objectionable.
Constitutes or encourages conduct that would be considered a criminal offence, or condones or encourages unlawful activity.
Is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data); and/or otherwise infringes the rights of any other person.
We will remove or block access to any user generated content that is found to be infringing, unlawful, or in contravention of this agreement and we may suspend or cancel your continued use of the application.
When creating, uploading, publishing or distributing user generated content using the application, you warrant that you have the rights to do so (including the necessary intellectual property rights), and that any such content will be accurate and will not cause injury or harm to any person or entity.
WE DO NOT ACCEPT ANY RESPONSIBILITY FOR ANY REPRESENTATION, STATEMENT, OPINION, RECOMMENDATION, COMMENT, REPLY, REVIEW OR ADVICE EXPRESSED IN ANY USER GENERATED CONTENT AND WE EXPRESSLY DISCLAIM ANY LIABILITY TO ANY PERSON WHO PLACES ANY RELIANCE THEREON OR OTHERWISE ACTS IN ACCORDANCE THEREWITH.
PRxCloud HAS NO CONTROL OVER ANY USER GENERATED CONTENT WHICH IS UPLOADED, PUBLISHED OR DISTRIBUTED VIA THE APPLICATION. PRxCloud DOES NOT EXAMINE OR EDIT ANY USER GENERATED CONTENT AND/OR DOES NOT ACT AS AN AGENT FOR ANY USER IN THIS REGARD. EnClient DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF ANY USER GENERATED CONTENT.
THE APPLICATION, ASSOCIATED SERVICES AND THE WEBSITE, INCLUDING TEXT, IMAGES, LINKS, DOWNLOADS AND CODING, IS PROVIDED "AS IS" AND "AS AVAILABLE". PRxCloud MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO THE CORRECTNESS OR SUITABILITY OF THE APPLICATION, ASSOCIATED SERVICES, WEBSITE OR ANY RELATED INFORMATION FOR THE USER'S PURPOSES.
EnClient, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, SERVICE PROVIDERS, PARTNERS, AFFILIATES AND AGENTS, WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY INCURRED BY USERS OR ANY OTHER PERSONS WHICH RESULTS FROM OR IS CONNECTED TO A USER'S USE OR INABILITY TO USE THE APPLICATION.
TO THE FULLEST EXTENT POSSIBLE UNDER ANY APPLICABLE LAW, EnClient DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, ECONOMIC, CONSEQUENTIAL LOSS OR LOSS OF PROFITS, RESULTING FROM THE USE OF THE APPLICATION IN ANY MANNER.
You agree that all notice, requests, claims, demands or other communications made in terms of this user agreement must be in writing and may be in the form of a data message.
You agree further that any electronic communications, including e-mail, SMS and instant messages, sent by you to the website or to us will be deemed to be received only when we acknowledge receipt.
Electronic communications sent by us to you will be deemed to be received when the complete communication enters an information system designated or used by you for the purpose of sending and receiving such communications, and is capable of being retrieved and processed by you.
In order to provide a relevant and secure service, and where required to do so under law, we may monitor and/or intercept electronic communications which are sent and received by us and/or the website and/or the application, although we have no duty to monitor as a matter of general practice.
You acknowledge that you are aware of such potential monitoring and/or interception and you consent thereto.
You are solely responsible for any activity that occurs on the Main and subsidiary user accounts associated with your subscription. All usernames and passwords are personal to you and your users and you will be liable for any loss or damage sustained by us, any user or other third party as a result of any unauthorized actions by any person on any such user accounts, whether you are aware of such action or not. You must notify us immediately if you detect any unauthorized use of any user account associated with your subscription.
You authorize us to act on any request or instruction given by you and/or which purports to have been sent by you, even if it subsequently transpires that the request or instruction was fraudulently submitted by someone else, unless you have already notified us of such unauthorized action before we have acted on the request or instruction.
You authorize us to use your account for any setup/data import or reports download and for that password will be shared by you to our support team, after completion of support request you are solely responsible for password change.
WE TAKE REASONABLE SECURITY PRECAUTIONS IN LINE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS TO PROTECT DATA ON THE APPLICATION AND THE WEBSITE. HOWEVER, WE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED BY THE MALICIOUS USE OF THE APPLICATION OR BY ANY DESTRUCTIVE DATA OR CODE BEING INTRODUCED OR PASSED ON TO ANY PERSON THROUGH THE APPLICATION.The following acts in connection with the application are expressly prohibited:
Gaining or attempting to gain unauthorized access to the application;
Delivering or attempting to deliver any unauthorized or malicious code or content to or via the applicationand/or
Any amendment to or attempt to amend any proprietary data which forms part of the application, not including user generated content.
If any security violations are reasonably believed to have occurred in connection with your user account or otherwise in connection with the application, we will notify you immediately and take reasonable steps to suspend your account and/or change the relevant access details.
We do not assume any responsibility for backing-up any data that you upload to the application and you will be solely responsible for adequately backing-up all your data.
All intellectual property rights in the application, including all software, object and source code, databases, data, images, and any other original material associated with the application, which is not user generated content and/or is not attributed to a third party, is held by or licensed to EnClient.
The intellectual property rights in any user generated content will remain vested in the User, who uploads, publishes or distributes such content via the application. No intellectual property rights will be transferred to EnClient or any other person in respect of such content.
YOU WARRANT THAT YOU HOLD VALID TITLE OR LICENCE TO ALL INTELLECTUAL PROPERTY RIGHTS IN ANY USER GENERATED CONTENT UPLOADED, PUBLISHED OR DISTRIBUTED USING THE APPLICATION, AND YOU INDEMNIFY EnClient, ITS OFFICERS, DIRECTORS, EMPLOYEES, ISPs, AGENTS, SERVANTS, SUBCONTRACTORS, PARTNERS, SUBSIDIARIES AND AFFILIATES FROM ANY CLAIM, DEMAND, ACTION, APPLICATION OR OTHER PROCEEDINGS, INCLUDING FOR REASONABLE ATTORNEYS FEES AND RELATED COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH ANY INFRINGMENT OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS IN ANY USER GENERATED CONTENT OR ANY PART THEREOF WHICH IS UPLOADED, PUBLISHED OR DISTRIBUTED USING THE APPLICATION.
The law applicable to this agreement, its interpretation and any matter or litigation in connection therewith or arising there from will be the law of India and subject to jurisdiction of Pune India.
When using the application and agreeing to these terms and conditions, such use and agreement is deemed to have taken place in Pune, India.
We reserve the right, at any time, to amend any of the terms and conditions set out herein.
An updated version of this agreement containing any amended or new terms and conditions will be communicated time to time on your registered email id on PrxCloud.
Any amendment made to this agreement will become binding and enforceable from the date of communication.
You agree that it will be your responsibility to read the latest version of this agreement.
If you object to any amendment which is binding on you or which may become binding on you, you must raise your concern within 7 days of communication.
we regard any action or inaction taken by you or any user as an abuse of the application;
Where events beyond our reasonable control, including Acts of God, force majeure events, technical failures or service interruptions (including third party services) prevent us from continuing to make the application available and fully operational.If you breach any of the terms and conditions of this agreement, we may, without prejudice to any other rights we have in law, including our right to claim damages:
Enforce the relevant provisions of this agreement, and to claim payment of any amounts due, owing and payable immediately,or
To cancel this agreement.
On termination of this agreement you will be required to immediately stop using the application. You will be given a reasonable period (7 Days) to download and export any data that remains on our system before we delete your data forever.
You may not cede, sub-license or otherwise transfer any rights you have under this agreement or which may otherwise have been obtained through your use of the application to any other person other than another authorized user.
It is expressly agreed that neither of us has the authority to bind the other to any third person, or to otherwise act in any way as the representative of the other, or to incur any liability on behalf of the other, or to pledge the credit of the other party, unless otherwise agreed upon in writing between us.
No partnership or joint venture will be created between us because of this agreement.
In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement
Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after 1 year following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Informationand any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
This Agreement shall be governed by the laws of the jurisdiction in which the Receiving Party is located (or if the Receiving Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.