Terms of Service
The Services shall be available 99.9% of the time during the Term, measured monthly, and scheduled maintenance. If you request maintenance during these hours of uptime of Service, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Your sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit you 5% (Five percent) of Fees for each period of 30 (Thirty) or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day.
Downtime shall begin to accrue as soon as you notify the Company that downtime is occurring and shall continue until the availability of the Services is restored. In order to receive downtime credit, you must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in anyone (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under the ToS or the Service Order executed between you and the Company.
The Company will provide technical support to the Customer via telephone, electronic mail, and live-chat support 24/7, with the exclusion of national holidays as indicated under the Applicable Laws (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by reaching out to the named Customer success manager or by emailing firstname.lastname@example.org Live-chat support is available from within the admin console or dashboard available to the Customer on the Company Platform.
Use of The Platform
The Company will provide you and your Authorized Users with Access Credentials to access and use the Company Platform, and you hereby agree and acknowledge that only the Authorized Users shall use and access the Company Platform only by using the Access Credentials. It is your responsibility and obligation to safeguard the Access Credentials and not allow any third party to access and use the Company Platform.
You may, through the Company Platform access the Services being provided by the Company. The Company reserves all the rights to modify and alter the Company Platform provided to you without taking a prior approval from you. The Company will ensure that such modification will not directly or indirectly hinder or adversely affect the Services being provided to you.
You grant the Company a limited, worldwide, transferable (limited as indicated herein), non-exclusive, sublicensable (limited as indicated herein), royalty-free license during the Term to use, reproduce, electronically distribute, transmit, perform functions on, display, store, archive, and make derivative works of the Data solely in order to enable the Company to make the Company Platform and Service available for your use pursuant to this Terms of Service and the Service Order. Notwithstanding anything to the contrary, Company may collect, aggregate and analyze the Data to improve and enhance the Services and for any such other purposes which may be beneficial for the Services. The Company shall solely disclose the Data in an aggregated and in personally unidentifiable form. You hereby explicitly acknowledge and agree that the license granted to the Company to access and use the Data also entitles the Company to sub-license and transfer the Data only to Rezo and for Rezo to use, reproduce, electronically distribute, transmit, perform functions on, display, store, archive, and make derivative works of the Data solely in order to enable the Company to make the Company Platform and Services available for your use pursuant to this Terms of Service and the Service Order. Please note that during the Term of the Service Order, the Company shall solely be responsible and liable under this ToS, including for any actions and inactions of Rezo.
You hereby agree and acknowledge that the Services provided by the Company under this Terms of Service and the Service Order are directly related and dependent on the Data provided by you or the Data received by the Company through Customer’s Platform and/or Customer APIs.
You shall be solely liable for (i) the accuracy, quality, content, legality and use of the Data, including the means by which you have acquired and transferred such Data to the Company; and (ii) compliance with any Applicable Law.
During the Term, you will remain the owner of the Data. Company hereby agrees and acknowledges that any rights, titles and interest, including any Intellectual Property Rights in and to the Data, shall solely vest with you.
You acknowledge that the responsibility for all the Data provided by you to the Company for provision of Services, shall be your sole and exclusive responsibility including but not limited to in case of data breaches, hacks, DOS (denial of services) attacks, trojan or malware issues or any other kind of cyber threats or attacks caused at your end and not due to the fault of the Company.
By submitting your information you provide your consent to contact you via SMS, Phone, Email, WhatsApp, and other mediums as necessary.
The Company will and will ensure that Rezo, use reasonable efforts to maintain the privacy and confidentiality of the End User Data and will put in place reasonable safeguard and system for the same including physical, technical, administrative, and organizational safeguards and in doing so, shall observe compliance with Applicable Laws.
You shall provide the Company with:
- all necessary co-operation required by the Company to fulfill its obligations under this Terms of Service and the Service Order;
- all necessary access to such information as may be required by the Company to provide the Services, including but not limited to providing the Data; and
- such personnel assistance as may be reasonably requested by the Company from time to time.
- comply with all Applicable Laws in connection with your use of the Company Platform and the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that the Company exercises no control over the content of the information and Data transmitted by you through the Customer Platform and the Customer API(s);
- not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such rights; and
- carry out its responsibilities under this Terms of Service and the Service Order in a timely and efficient manner.
- ensure that valid Customer API(s) are available at all times for the Company to use and access for the purpose of providing the Services including but not limited to receive Customer Data and End User Data from the Customer Platform.
- ensure that it maintains computer systems which meet the minimum specifications required by the Company to provide its Services at an optimum level.
Performance Of The Platform
The Company warrants you that during the Term the Company Platform and the Services will operate and perform substantially in accordance with this Terms of Service and the Service Order, but the Company does not warrant that the Company Platform will be error-free at all times during the Term. Notwithstanding the foregoing, the Company shall not be responsible for any defect or error (i) occurring due to reasons which are not under control of the Company, and (ii) not reported to the Company or for any defect or error in the Company Platform due to modification or misuse of the Company Platform by you and/ or your Authorized Users and/or any third parties who get access to the Company’s Platform through you.
Pursuant to this Terms of Service you acknowledge and agree that the Services being provided by the Company are completely dependent on the Data provided by you and are subject to the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order. Therefore, the Company shall not be liable, and you shall not raise a claim on the Company, for any amounts, losses or liability (ies) incurred by you on account of any defects, bugs or errors in the Company Platform and/or the software, tools and materials used for the performance of Services caused due to the Data, or for any of the specific uptime, scheduled downtime and reasonable resolution time as detailed under the respective Service Order executed between the Parties.
Upgrades And Customization
During the Term, the Company shall provide you with copies of all new versions, updates, and upgrades of existing modules of the Company Platform and the Services (collectively, “Upgrades”), without an additional charge, promptly after commercial release of the Upgrade. Upon delivery to you, Upgrades will become part of the Company Platform and the Services and will be subject to this Terms of Service and the Service Order as maybe applicable.
On your request, the Company may also develop and modify the Company Platform or the Services to suit your specific requirements (“Customization”). Such Customization shall be done by the Company at a mutually agreed additional fee between the Parties. On receiving a request for Customization by the Company from you, the Company shall have the discretion to accept or reject such a request. In case the Company accepts the request for Customization by you then the Parties shall execute a separate statement of work in this regard and only upon execution of such statement of work the Company shall be liable to undertake such Customization.
Intellectual Property Rights
You acknowledge and agree that you do not own any Intellectual Property Rights in the Company Platform and the Services. Except as expressly stated under this Terms of Service and/or the Service Order, the Company and/or any other company forming part of the Rezo does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Company Platform, Services or any ancillary software, services or documents provided by the Company as part of the Services to you.
You shall not own any Intellectual Property Rights in the Customization or any other changed, adapted and revised version of the Company Platform and shall have no right, interest and title to all product design, code, changes that the Rezo may introduce to the Company Platform during the Term.
Representation And Warranties
Each Party hereunder represents, warrants and covenants to the other Party as follows:
- It has the full right and legal authority to enter into and fully perform this Terms of Service and the Service Order;
- The Service Order, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with the terms of the Service Order and this Terms of Service;
- The execution and delivery of the respective Service Order have been duly authorized by such Party, and such execution and delivery and the performance by each Party of its respective obligations under the Service Order and this Terms of Service, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected;
- It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services; and
- There is no proceeding pending or, to the knowledge of the Party, threatened that challenges or could reasonably be expected to have a material adverse
effect on this Terms of Service or the Service Order or the ability of the Party to perform and fulfil its obligations under this Terms of Service and the Service Order.
Fees And Payments
You shall pay to the Company a fee for the Services provided and the license to use the Company Platform granted by the Company to you under this Terms of Service and the Service Order (“Fees”). You shall pay the Company Fees as detailed under your respective Service Order.
Fees payable to the Company must be paid by you in accordance with your respective Service Order. The Fees payable by you to the Company is exclusive of the applicable taxes under the Applicable Laws. You shall be liable to pay any applicable taxes under the Applicable Laws for the use of the Company Platform and the Services provided by the Company in addition of the Fees.
Indemnification And Limitation Of Liability
Each Party (hereinafter, the “Indemnifying Party”) shall indemnify and hold harmless the other Party, its officers, directors, officers, agents and employees (hereinafter, the “Indemnified Party”) from all liabilities against and in respect of any loss, claims, costs, damages, expenses, obligations, liabilities, actions, suits, including without limitation interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim resulting from or relating to any breach by the Indemnifying Party of any provision, warranty or covenant, or any non-fulfillment of any obligation under this Terms of Service and/or the Service Order (known collectively as “Liability”).
The foregoing obligation of indemnification do not apply with respect to portions or components of the Service and the Company Platform (i) which are not supplied by the Company, (ii) made in whole or in part in accordance with your specifications or customized for you by the Company, (iii) that are modified after delivery by the Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue to allegedly participate in the infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service and the Company Platform is not strictly in accordance with this Terms of Service and/or the Service Order. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, or (ii) obtain for you a license to continue using the Service.
In particular, without limiting the generality of the foregoing, you shall defend, indemnify and hold harmless the Company and the Company’s Indemnified Parties, including the Rezo , from and against any and all Liability resulting from or relating to any breach by you of any provision, warranty or covenant, or any non-fulfillment of any obligation by you, under this Terms of Service and/or the Service Order and/or arising under the terms and conditions of such third party platforms to which the Company Platform and Services may integrate in accordance with your request under the Service Order and/or under a separate agreement executed with the Company by you.
You hereby covenant that the Company or any other Rezo’s entity during and after the Term shall not be liable for any End User claims arising due to the provision of Services by the Company to you and you hereby agree that you shall indemnify, defend and hold harmless the Company against any End User claims.
The Company and its officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Terms of Service and/or the Service Order or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (i) for error or interruption of use or for loss or inaccuracy or corruption of Data, or (ii) cost of procurement of substitute goods, services or technology or loss of business caused due to your negligence.
Notwithstanding anything stated herein, neither Party will be liable to the other, for any incidental, consequential, penal or indirect damages (including for loss of business or profits) even if advised of the possibility of the same arising under this Terms of Service or the Service Order. Further, except for breach of confidentiality, intellectual property infringement, and for gross negligence, the aggregate liability of either Party arising under this Terms of Service and/or the Service Order shall be limited to the Fees paid by you to the Company for the provision of Services through the Company Platform for 12 (Twelve) months prior to any Liability arising.
The obligations under this Clause of indemnification will survive the termination of the Service Order and this Terms of Service.
Warranty And Disclaimer
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. You hereby acknowledge that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either directly by the Company or due to denial of services by third-party service providers required by the Company to provide Services, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Terms of Service or the Service Order, the Services and implementation services are provided “as is” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Each Party agrees to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted in this Terms of Service or the Service Order or otherwise consented to in writing by the other Party, not disclose by either Party or their respective representatives to any third party, except with the specific prior written consent of the other Party.
Each Party agrees as to any Confidential Information disclosed by a Party to this Terms of Service (the “Discloser”) to the other Party to this Terms of Service (the “Recipient”):
- to take such steps necessary to protect the Discloser’s confidential information from unauthorized use, reproduction and disclosure as the Recipient takes in relation to its own Confidential Information of the same type, but in no event less than reasonable care;
- to use such Confidential Information only for the purposes of this Terms of Service and the Service Order, or as otherwise expressly permitted or expressly required by this Terms of Service and the Service Order, or as otherwise permitted by the Discloser in writing;
- not, without the Discloser’s prior written consent, to copy the Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this Terms of Service, or as needed for the purposes of this Terms of Service and/or the Service Order, provided that any proprietary legends and notices (whether of the Discloser or of a third party) are not removed or obscured;
- not, without the Discloser’s prior written consent, to disclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under this Terms of Service and/or the Service Order.
The aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of Confidential Information which: (i) was at the time received or which thereafter becomes, through no act or failure on the part of Recipient, generally known or available to the public; (ii) is already known to such Recipient prior to at the time or subsequent to disclosure by the Discloser from sources which to the Recipient’s knowledge are under no obligation of confidentiality to the Discloser; (iii) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the Discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (iv) is developed by the Recipient without access to the Confidential Information, provided that such independent development is evidenced by written records.
The provisions of this Clause of confidentiality shall survive the termination of the Service Order and this Terms of Service till such time that the Confidential Information enters public domain.
This Terms of Service shall be governed by governing law as may be mentioned under the Service Order. Further any dispute arising out of, or in connection with, this ToS shall be resolved between the Parties as per the specific dispute resolution provisions mentioned under the Service Order, which are hereby included in this Terms of Service by reference.