Terms of Services

Master Terms and Customer Agreement

This Application Service Provider Agreement is by and between Emanation Global, registered at Noida, India as an  (“Provider”) and  (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” This agreement can be entered into by any user submitting either a proposal, contract, 7-Day Trial sign up form and/or any Add User forms herein referred to as “Customer, You, Your, and/or User.” Customer’s customer is herein referred to as “Customer’s client(s).” Any individual or entity that directly or indirectly through another User: (a) accesses or uses Provider’s Service or Remote Desktop Protocol (RDP) Application or access or uses a Users’ content is herein referred to as an “End User.” It is strictly prohibited for any employee, staff member, management or affiliate of any companies that could be deemed a competitor of Provider to submit such forms to gain access to Provider’s systems. Any violation of this agreement may be considered unlawful and shall be considered a breach of contract. These terms and conditions are subject to change at any time without prior written notice, in Provider’s sole discretion.

WHEREAS, Provider provides access to the Services to its customers; and

WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions
  • “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
  • “Affiliates” “Affiliate,” or “Affiliates” means any entity which is controlled by, controls or is in common control with Provider, which includes Emanation Global . Affiliate” of a Person is any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
  • Applicable Data Protection Law” means (i) Directive 95/46/EC of October 24, 1995, as amended, on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data until such time that it is replaced by GDPR, applicable as of May 25, 2018; (ii) the GDPR; and (iii) any other data privacy or data protection law or regulation that applies to the Processing of Personal Data under the Emanation Global Terms & Conditions.
  • Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  • “Confidential Information” please see Section 8.
  • Customer” means the customer (sole proprietorship or entity) that has affirmatively accepted the Emanation Global Terms & Conditions.
  • Customer Data” means, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
  • Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
  • Data Processor” means the entity which Processes Personal Data on behalf of the Data
  • Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services available at Https://emanationglobal.com/.
  • Personal Data” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual, including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers; or (ii) can be used to authenticate an individual including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers, in case of both subclauses (i) and (ii), including Sensitive Personal Information as defined herein. Customer’s business contact information is not by itself Personal Information. A Data Subject can also be directly or indirectly identified by a person’s online identifiers such as internet protocol addresses and cookie identifiers which monitor the person’s online behavior.
  • Processing,” “Process,” “Processes” and “Processed” mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structure, storage (including archiving), adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
  • Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.
  • Services” means the software-as-a-service offering.
  • Third party Products” means any third-party products described in Exhibit A and/or provided with or incorporated into the Services.
  • Provider” means Emanation Global .
  • Sensitive Personal Information” means information such as but not limited to: (i) government-issued identification number, including Social Security number, driver’s license number, or state-issued identification number; (ii) financial account number, credit report information, or credit, debit, or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual’s financial account; or (iii) biometric, genetic, health, or health insurance data.
  • “Quote” the quote is the agreed upon price and estimate of the scope of services that will be provided.
  1. General Provisions.
  • Complete Understanding. This Agreement constitutes the complete and exclusive agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.
  • Subcontracting. Provider may subcontract any work under this Agreement to any third party without Customer’s prior written consent.
  • Severability. If any provision of this Agreement is held to be invalid or unenforceable under the circumstances, such provisions application in any other circumstances and the remaining provisions of this Agreement shall not be affected thereby.
  • Non-assign ability and Binding Effect. Customer shall not assign this Agreement to any third party without the prior written consent of Provider which will not be unreasonably withheld, except that either party may assign this Agreement to any successor of all or substantially all of its stock or assets.
  • Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses first listed above or at such other address for a party as shall be specified by like notice.
  • Force Majeure. Neither party shall be liable for any loss resulting from a cause over which it does not have reasonable control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect or Internet problems, severe weather, earthquakes, or natural disasters, wars, or governmental restrictions.
  • Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
    1. Provider has and will retain control over the operation, provision, maintenance, and management of the Provider’s systems; and
    2. Customer has and will retain control over the operation, maintenance, and management of, and all access to and use of, the customer systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.
  • Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment, rescission, termination, or discharge of this Agreement; and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  • Authorized Users/Contacts. Any person(s) listed on a Customer account as either an “Authorized User” or “Authorized Contact” shall be the only representation of the Customer allowed to make billable changes to their account with Provider. The authorized users/contacts have the ability to add additional authorized users/contacts by submitting the request directly to a representative of the Provider. These authorized users/contacts serve as the primary business contact between Provider and users, and they are responsible for ensuring that all users within their account are aware of contract renewal dates and Provider company policies and procedures.
  • Marketing. Customer hereby grants Provider the right to reference Customer’s name, industry, logo, and URLs in its marketing literature, website, and/or correspondence to potential new Customers, so as to identify Customer as a Provider customer and for Provider’s benefit. Such information is not considered Confidential Information subject to non-disclosure. Customer agrees to a joint press release with Provider outlining Customer’s reasons for choosing Provider services. Customer also agrees to participate in Provider reference and case study programs.
  • State or Federal Tax Code. Provider is not responsible for Customer’s obligations under State or Federal Tax Code, procedures, or regulations related to maintaining electronic or hard copies of tax returns. Customer is solely responsible for its compliance with its obligations under State or Federal Tax Code, procedures, or regulations and its relation to maintaining electronic or hard copies of Customer information or tax returns.
  • Governing Law. This Agreement is governed by the substantive laws of the State of Uttar Pradesh, INDIA. The federal and state courts sitting in Gautam Buddha Nagar, Uttar Pradesh, INDIA. shall have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.
  1. Access and Use.
  • Provision of Access. Subject to and conditioned on Customer’s payment of fees and compliance with all the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number as mentioned in the attached Quote and invoice for services.
  • Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
  • Unacceptable Use. Provider reserves the right in its sole discretion to remove any content for any reason, including but not limited to, violation of any laws or the terms and conditions of this Acceptable Use Policy and the related use restrictions and limitations. The Acceptable Uses description below describes certain actions relating to the content and operation of the Website which Provider considers to be inappropriate and thus prohibited. The examples identified in this list are not an exhaustive list, but are provided as examples only for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact a Provider representative. Provider’s right to remove inappropriate content, suspend the account, terminate the account, and pursue other remedies under this Policy shall not place an obligation on Provider to monitor or exert supervision over the Customer.
  • The acceptable and expected uses of the RDP application provided in this contract shall be described in Exhibit Aunder Services Description.
  • Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  • End User License Agreements. Customer shall not reverse engineer, decompile, translate, disassemble, attempt to discover the source code of, or in any other way manipulate any Provider service, RDP Application, or third party application in order to “break” or use it outside of this agreement for that particular Application or software, or ask that Provider assist in or complete such actions on behalf of the Customer. Customer agrees that they are solely responsible for the content of any material posted to their Application, and that no end user will attempt to access programs, options, settings, services, files, applications, or servers not within their user rights. Customer is solely responsible for any damages, whether technically, virtually, physically, or financially to a software, application, or Provider service, that derives from negligent use or tampering by an end user breaking or attempting to break the terms of acceptable use for a particular service, software, or application. At no time may the Customer share user credentials, license numbers, or any other applicable information used to access Provider services or third-party applications. All login credentials and license information should directly and accurately reflect the proper names, amounts, and versions of both the end users and software/applications being utilized by the Customer. If the Customer is found to be performing any of the aforementioned actions or soliciting the services of Provider in performing these actions, Provider reserves the right to cancel the existing contract with the Customer immediately with no refund.
  • Piracy. Customer shall not license, sub-license, distribute, or disclose the use of their Application(s) to any third party, or use their Application(s) for any purpose other than accessing the Customer’s own data in accordance with this Agreement. At no time may the Customer share user credentials, license numbers, or any other applicable information used to access Provider services or third-party applications. All login credentials and license information should directly and accurately reflect the formal names, amounts, and versions of both the end users and software/applications being utilized by the Customer. If the Customer is found to be performing any of the aforementioned actions or soliciting the services of Provider in performing these actions, Provider shall view these actions as piracy and can cancel the existing contract with the Customer immediately with no refund.
  • No High-Risk Use. You acknowledge that the Services are not fault-tolerant and are not guaranteed to be error-free or to operate uninterrupted. You shall not use the Services in any application or situation where the Services’ failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). High Risk Use does not include utilization of the Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. Customer agrees to indemnify and hold harmless Provider from any third-party claims arising out of Customer’s use of the Services in connection with any High-Risk Use.
  • Customer Liability. Customer is solely responsible for damages resulting from their actions relating to the use of the Provider’s services under this Agreement, and those damages will be subject to the obligations of indemnification set forth in Section 14 & 15. Our hosting of any software solution Services or Customer Data does not relieve you of your responsibility or your obligation to indemnify us pursuant to the terms of this Agreement and any Service Level Agreements.
  • Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  • Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized End User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized End User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; or (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third party services or products required to enable Customer to access the Services. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. This Section does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement. Please see Sections 18 & 19 for additional terms and conditions related to terminating or suspending services.
  • Third Party Products. Provider may from time to time make Third Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
  • Third Party Application Hosting. Virtual Server contracts are issued with a set number of third-party applications, each additional application that Customer would like installed on the server will be billed according to the following criteria:
    1. All server applications must be installed by the Provider; no users on the system can install applications. Customers must ask the Provider to install applications on their behalf and the Provider will only install properly licensed applications. Each additional application will be an additional charge. Customers who violate this requirement are solely responsible for any consequences or liability.
    2. Provider does not guarantee the functionality of any third-party applications. There will be no refunds by Provider should an app not function to Customer’s satisfaction. An application is anything that requires an installation. If Customer is hosting a tax software, they are granted up to three years of the application to count as one single app. Each additional year will be considered its own application. Customer will be notified when resources have been added to maintain stability after addition of Users, Applications or other Services that Provider had authorization to add. Customer will be notified of the additional costs and given an opportunity to approve or decline, after which the resources will be removed. However, if the Customer declines, Provider’s standard SLA (Service Level Agreement) for technical issues cannot be honored, as the actions Provider deemed fit to resolve issues have been reversed.
  • System Requirements. This information may change from time to time and can be found at Provider’s website.
  1. Customer Obligations.
  • General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
  • Consequences for Breaching Restrictions or Obligations. Customer agrees that they are solely responsible for the content of any material posted to their Application, and that no end-user will attempt to access programs, options, settings, services, files, applications, or servers not within their user rights. At no time may the Customer share user credentials, license numbers, or any other applicable information used to access Provider services or third-party applications. All login credentials and license information should directly and accurately reflect the proper names, amounts, and versions of both the end users and software/applications being utilized by the Customer. If the Customer is found to be performing any of the aforementioned actions or soliciting the services of Provider in performing these actions, Provider reserves the right to cancel the existing contract with the Customer immediately with NO refund.
  • Security. Customer shall adhere to the following security protocols:
    1. Login Information Assignment. You agree that upon the assignment of your login information such as a username and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your login information. You further agree to defend and indemnify and hold harmless Provider of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential login information. Choice of counsel remains exclusively that of Provider.
    2. Login Information Protection/Password Strength. You are solely responsible for ensuring that your login information is utilized only by you. Your responsibility includes ensuring the secrecy and strength of your passwords. Provider shall have no liability resulting from the unauthorized use of your login information. If you use weak passwords or do not change your password frequently, you increase the risk of your password being discovered by unauthorized parties. If login information is lost, stolen, or used by unauthorized parties or if you believe that your hosted data has been accessed by unauthorized parties, it is your responsibility to notify Provider to request the login information be reset or unauthorized access otherwise be prevented. Provider will use commercially reasonable efforts to affect such requests as soon as practicable after their receipt. Provider will use commercially reasonable efforts to notify Customer’s primary contact in the event of a confirmed security breach. Provider requires all applications with sensitive data, including but not limited to the RDP Application and ATX Application should be password protected.
    3. Can’t Impersonate Another User (Share Logins). Duty to Notify of Unauthorized Use. Customer is responsible for all activity occurring under Customer’s, Customer’s clients, or any End User accounts and shall comply with all applicable laws and regulations in connection with Customer’s use of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Customer shall: (i) notify Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Provider immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of any content, Provider’s RDP Application or technology, Services or deliverable that becomes known or suspected by Customer’s, Customer’s clients, or any End User accounts; (iii) not impersonate another Provider user or provide false identity information to gain access to or use the Services. Customer shall not share its login credentials with another geo-location site. Each site must have its own login credentials.
    4. Security Protocol Violation. If Customer violates any of these security protocols, such violation shall be considered a breach of contract. Provider retains all rights to disable and the right to restrict access to all data until Customer becomes compliant with the terms in this Agreement. Customer remains solely responsible for any claims or causes of actions related to any violations of this Section.
  1. Service Levels.
  • Service Levels. Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to make the contracted Services available at least ninety-nine and one half percent (99.95%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section and in other related sections, (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. Please see Exhibit B for a breakdown of Service Level calculations.
  • Exceptions. For purposes of calculating the availability requirement, the following are “Exceptions” to the availability requirement, and neither the Services will be considered unavailable nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User/access to or use of the Services by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, which does not strictly comply with this Agreement and the Specifications; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services.
  • Service Level Failures and Remedies. In the event of a Service Level Failure, Provider may issue a credit to Customer for the Services lost due to the Service Level Failure occurred (each a “Service Credit”), subject to the following:
    1. Provider has no obligation to issue any Service Credit unless: (i) Customer reports the Service Failure to Provider immediately on becoming aware of it; and (ii) requests such Service Credit in writing within 30 days of the Service Level Failure; and
    2. in no event will a Service Level Credit for any Service Period exceed 100% percent of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.
  • Sole Remedy. Any service credit payable to customer under this Agreement will be issued within three months following the Service Period in which the Failure occurred. This Section sets out the sole remedy for any Service Failure.
  1. Hosting and Support.
  • General. Subject to the terms and conditions of this Agreement, Provider, or its designee (which may include but is not limited to Emanation Global, ., and its employees), shall remotely host the Provider (“RDP Application”) for the purpose of providing Customer with access through the Internet. Provider does not guarantee any third-party applications and Customer must have proper licenses for access to third party applications and provide those license numbers to Provider when requested.
  • Hours of Availability. Provider shall use commercially reasonable efforts to make the RDP services available twenty-four (24) hours per day, seven (7) days a week. Notwithstanding the foregoing, Provider reserves the right to suspend Customers access to the RDP Application (i) in the event that Customer materially fails to fulfill its obligations under this Agreement, (ii) for purposes of scheduled maintenance, or (iii) for purposes of emergency maintenance work at any time as deemed appropriate by Provider.
  • License. During the Term and subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable license, royalty-free, to have its employees or Clients access the RDP Application.
  • Support. Provider has support staff available twenty-four hours, seven days a week. The support staff will accept inquiries by telephone and electronic mail from those users designated by Customer to make inquiries. Provider will use its best efforts to respond to all the inquiries in a timely manner.
  1. Fees and Payment.
  • Fees. Customer shall pay Provider the fees (“Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge a fifty dollar ($50) late fee if the payment is overdue for more than a month; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
  • Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
  • Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of at least six months after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest. Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
  1. Privacy.
  • Scope of Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  • Third party Providers. Some components of the Services or the Provider Materials may be provided through or licensed from third parties. Customer’s use of all such components is subject to the terms of this Agreement. Provider, and not those third parties, will provide any and all technical support related to the Services, including support related to those third-party components. However, under certain circumstances, pursuant to the terms of applicable third-party license or services agreements, Provider may be obligated to provide certain information to those third parties regarding the Services and/or regarding your identity. You consent to such disclosures. Third party publishers, including but not limited to, Microsoft will be intended third party beneficiaries of the Agreement, with the right to enforce provisions of the Agreement and to verify compliance.
  1.   Security.
  • Security Provider has hardware firewall and Trend Micro Deep security installed on the server level. Provider also employs a strong password policy and password expiration policy. Provider will use any other commercially reasonable efforts to employ measures it deems appropriate to endeavor to mitigate security risks with respect to its Services, but does not guarantee that any Service, or the use thereof, or any Customer Material stored, transferred, disseminated or otherwise used through or using a Service, will be secure, including against accidental or unlawful loss, access or disclosure.
  • Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
  • Access and Security Responsibilities of Customer. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data.
  • Cooperation. Customer, Customer’s client, or any End User shall reasonably cooperate with Provider in transferring any local copy of data to Provider if requested so as to maintain data integrity. Customer, Customer’s client, or any End User shall reasonably cooperate with Provider in instances of data breach, hacking attempts, privacy or data loss before any litigation is filed or authorities notified, notwithstanding any legal obligations under state or federal law. Additionally, Customer, Customer’s client, or any End User shall reasonably cooperate with Provider in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Provider may reasonably request from the Customer, Customer’s client, or any End User. Customer, Customer’s client, or any End User shall reasonably cooperate with Provider by maintaining a local copy of all data before uploading or storing data to the Provider RDP Application.
  • Investigations. If Customer requests Provider to investigate any anomalies in the RDP Application, including but not limited to data breach, hacking attempts, privacy or data loss, Customer will be charged at Provider’s then prevailing hourly rate. Customer shall pay such charges on its then applicable monthly invoice, and payment will be subject to the Payment and Late Payment terms described in this Agreement.
  1.   Maintenance.
  • Scheduled Maintenance Generally. The maintenance protocols will be hosted and updated as needed on the Provider’s website. If there are any inconsistencies between the maintenance protocols described herein and the protocols described on the website, the protocols on the website shall be controlling. In order to keep Provider infrastructure up-to-date and performing optimally, Provider will perform scheduled maintenance from time to time. Provider performs system maintenance every Sunday night midnight EST from 00:00 hours Monday – 00:15 hours. Outside of the regular schedules maintenance, should there be any updates that are necessary, or system reboots, or other software adjustments not regularly scheduled, Provider will inform the Customer via email and will request the customers preferred time to employ these, but is not obligated to conform the customer’s request. Provider is not responsible for the loss of hours in connectivity for the Customer or the Customers’ Customers during scheduled maintenance, and a reasonable effort will be made by Provider to schedule all maintenance during off-peak, or weekend hours in order to minimize the impact to our Customers.
  • Unscheduled Maintenance. The Provider’s maintenance protocols may change from time to time and the Provider will keep the most updated protocol on the Provider’s website. If there are any conflicts or inconsistencies between the maintenance protocols on the website and the protocols herein, the website’s descriptions shall be controlling. In the event of unforeseen outages, service impacting issues, and other emergency maintenance that Provider deems necessary, unscheduled maintenance may need to be performed in order to restore services, or repair underlying hardware and software. Provider will make every reasonable effort to limit the amount of time that the Customer’s services are unavailable, up to the time allowed for by our Service Level Agreement, and proper updates and notifications will be provided as deemed necessary by Provider. After any such unscheduled maintenance is performed, Provider will provide a Post Incident Report to the affected Customers that will give a brief summary of the cause and the resolution of the unscheduled maintenance.
  • Backup. Provider will maintain and follow a recovery plan designed to minimize disruption to Customer’s access to the information contained on the RDP Application, comprised of internal procedures to recover the Provider environment in the event of a disaster. Daily back-ups are stored for thirty days. Provider is not responsible for corrupt files within the network. Customer must maintain its own local copy of all data uploaded or stored to the Provider RDP application. Provider is not responsible for Customer’s lost or corrupted data for failure of Customer to maintain a local copy of all data. Customer acknowledges that it is Customer’s responsibility to execute frequent and routine back-ups and frequent and routine test-restores of data and that Provider is not liable for any loss of data by Customer resulting from or relating to any action taken by Provider pursuant to this Agreement.
  1. Refund Policy.
  • Generally. If you are not fully satisfied with your purchase of the Provider RDP Application and/or Services, you can get your money back upon the Refund Conditions set forth below. However, we believe that most refunds can be avoided if you seek professional assistance from our qualified staff.
  • Standard Refund Conditions. The setup fee is non-refundable. If the contract is cancelled pursuant to the terms of this agreement within the first seven (7) days of service, 100% of subscription amount will be refunded. Other than that, Annual clients can cancel their subscription within the first sixty (60) days to get a partial refund which is to be determined at the time of cancelation by Provider, otherwise no refund after that period. We highly encourage our Customers to evaluate our Provider RDP Application and/or Services by using the available free trial prior to placing any order. After the trial period is over, Customer must cancel the Provider Service Pursuant to cancellation procedure set forth below, and seek a refund pursuant to the refund procedures set forth below.
  • Exceptional Circumstances and Refund Procedure. For all refunds that are past the above stated time period of 7 days and partial refunds within the first 60 days. All refund requests must be submitted to our Customer Help Desk. Refund requests must be made within a thirty-day period of customer cancellation. Requests made via e-mail, problem ticket, or by voicemail are not acceptable. You must speak directly to our Support Staff to use our refund procedure for claiming unsatisfactory services, or else we may refuse to process the claim.
  1.   Intellectual Property Ownership.
  • Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third party Products, the applicable third party providers own all right, title, and interest, including all intellectual property rights, in and to the Third party Products.
  • Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.
  1.   Limited Warranty and Warranty Disclaimer.
  • Provider warrants that the Services will conform in all material respects to the service levels described within this agreement when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified within the Service Levels provision above. The remedies set forth in this agreement are the Customer’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section.
  • BOTH PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ASP APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED. PROVIDER MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THIRD PARTY SOFTWARE. ALL PROVIDER SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
  1.   Indemnification.
  • Provider Indemnification. (i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“Losses”) incurred by Customer resulting from any third party claim, suit, action, or proceeding (“Third Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s Indian intellectual property rights, Indian patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data; or (D) Third party Products.
  • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Customer may not settle any Third Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third party Claim or to participate in the defense thereof by counsel of its own choice.
  • Sole Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  1.   Limitations of Liability.
  • IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  • No Breach or Default. In no event will Provider be liable or responsible to Customer or another party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.
  • Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable/diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
  • Sole Remedy. THIS SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDERS LIABILITY UNDER THIS SECTION EXCEED THE AMOUNT OF THE RELEVENAT INSURANC POLICY. AN UPDATED POLICY REGARDING REMEDIES WILL BE HOSTED ON THE PROVIDER’S WEBSITE AND THE TERMS OF THAT POLICY SHALL BE CONTROLLING ON THIS AGREEMENT.
  1.   Term
  • Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until the agreed upon end date, or if not provided, until there is a proper request for termination of services and the completion of the termination process by both parties.
  • Automatic Renewal. This Agreement will automatically renew unless an end date is provided or this agreement is terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty days prior to the expiration of the then-current term.
  1. Termination.
  • Termination Generally. In addition to any other express termination right set forth in this Agreement:
    1. Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 7 days after Provider’s delivery of written notice thereof; or (B) breaches any of its obligations under this agreement.
    2. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty days after the non-breaching Party provides the breaching Party with written notice of such breach; or either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section (4) and any other relevant provisions, and Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination.
  • Right to Terminate. For any reason set forth herein or in the event that Customer breaches any term of this agreement, Provider may suspend or terminate Customer’s account by deactivating any access to any information contained on the Provider servers related to Customer’s account. Suspension hereunder shall specifically include the disabling of Customer’s access to Provider’s Services or any access to information or data related to Customer’s account. Service charges will continue to accrue on suspended accounts and Customer continues to remain responsible for the payment of any such charges during the period of suspension. Provider reserves the right to terminate Customer’s account forthwith and without notice for any breach of this Agreement.
  • Consequences of Termination on third parties. If Customer’s or Customer’s clients use of the Services is paid for by or through a third party, Customer or Customer’s clients understand and agree that the third party has the right to have Customer or Customer’s clients account suspended or terminated at any time for any or no reason and that their failure to pay for services that Customer or Customer’s clients use could result in termination or suspension of Customer or Customer’s clients access to the services and/or Customer or Customer’s clients hosted data.
  • Early Termination. Customer may terminate services at their discretion, but are subject to a 30-day notice for user or account cancellation. The fees will be accrued by Customer for early termination:
    1. 100% of the remaining term value will be charged to the Customer.
    2. Upon termination, Customer has the right to request transfer of all data files from the cloud to their desired location via a ZIP file format.
  • Survival. This Section and Sections 7, 8, 9, 10, 12, 13, 14, 15, 16 and 18 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  1.   Right to Data After Termination of Contract
  • Generally. After thirty days from date of termination, Provider has the right to permanently remove all Customer data from Provider’s infrastructure, including live and archived data for Customer, and all live and archived data for Customer’s Customers. Provider will not be responsible for any losses of sensitive data after thirty days from Customer termination date. It is the Customer’s responsibility to request or perform a backup of all personal data on Provider’s infrastructure within this thirty day period. Customer has right to request backup of personal and Customer data for a period of thirty days from date of termination, but will be assessed a fee.
  • Upon Termination Date. Customer will not be allowed access to Provider infrastructure, and all data will be archived for no longer than thirty days from date of termination.
  • CUSTOMER AGREES AND ACKNOWLEDGES THAT (I) PROVIDER IS NOT OBLIGATED TO RETAIN ANY CUSTOMER DATA FOR LONGER THAN THIRTY (30) DAYS AFTER TERMINATION, AND (II) PROVIDER HAS NO OBLIGATION TO RETAIN CUSTOMER DATA, AND MAY DELETE CUSTOMER DATA, IF CUSTOMER HAS MATERIALLY BREACHED THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO FAILURE TO PAY OUTSTANDING FEES. UPON TERMINATION FOR CAUSE RESULTING FROM AN UNCURED BREACH, CUSTOMER’S RIGHT TO ACCESS OR USE CUSTOMER DATA IMMEDIATELY CEASES, AND PROVIDER SHALL HAVE NO OBLIGATION TO MAINTAIN OR FORWARD ANY CUSTOMER DATA. THIRTY (30) DAYS IS REPRESENTED AS THIRTY CALENDAR DAYS, INCLUDING ALL WEEKENDS, HOLIDAYS OR DAYS PROVIDER IS CLOSED. MONTHS THAT INCLUDE AN ADDITIONAL DAY, (DECEMBER), OR MONTHS THAT ARE FEWER THAN THIRTY (30 DAYS) (FEBRUARY) WILL STILL BE TREATED AS THIRTY FROM DATE OF TERMINATION.