Service Level Agreement
Terms & Conditions
Cloud Computing TechSolutions Pvt. Ltd. allows you to access its websites (www.cloudsociety.in, www.cloudsociety.co.in, www.cloudtechsolutions.in, www.cloudtechsolutions.co.in) and all the contents / functionality in them on certain terms and conditions specified below. By accessing or subscribing to any part of these sites, you are explicitly agreeing to the terms and conditions below. These terms and conditions were updated as on August 15, 2011, and Cloud Computing TechSolutions Pvt Ltd reserves all rights to change, modify or alter these terms and conditions at any point of time with or without notifying existing users and subscribers. TERMS & CONDITIONS CLOUD COMPUTING TECHSOLUTIONS PRIVATE LIMITED hereinafter referred to as “CCT” or “we” or “us” or “our“ or “Service Provider” of the one part and THE SERVICE SEEKER hereafter referred to as “Service Seeker” or “Service Receiver” or “user” or “you” or “your” of the other part, collectively referred as “Parties”. This agreement takes effect and is applicable the day you accept the agreement and make payment as per terms and conditions agreed between you and us. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 1 for definitions and interpretation of certain terms used in this Agreement. In this agreement, the language shall be interpreted according to its ordinary meaning provided, however, that unless the context necessarily indicates otherwise. 1. DEFINATIONS & INTERPRETATIONS i) "Web Site" means any of the 4 web sites www.cloudsociety.in, www.cloudsociety.co.in, www.cloudtechsolutions.in, www.cloudtechsolutions.co.in. ii) "Services" means limited rights to use facilities provided by Web Site through Internet for web based applications. iii) "Users" means individuals or legal entities those are registered as a subscriber on Web Site to use facilities provided herein. This may include paid user and free user. iv) "Data" means all electronic or other data or information submitted or entered by you on Web Site in relation to the Services. v) “Customer” means Cooperative Housing Society, Industrial Estates, Builders, Developers, Land Lords etc. who will use our Services. vi) "Downtime" means, for a domain, if there is more than a twenty percent user error rate. Downtime is measured based on server side error rate. vii) “Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. viii) “Content” means software (including machine images), data, text, audio, video, images or other content. ix) “Your Content” means Content you or any User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account. x) “Infrastructure” means servers, operating systems, firewalls, equipment, switches, hubs, hypervisor, database servers and other related software applications needed to run Web Site. xi) “Service Credit” means credit given to User in the form of discount in the next billing cycle. xii) "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. xiii) “SLA” means Service Level Agreement. xiv) “Free Users” means those who do not pay charges towards limited use of our Infrastructure and Services. xv) “Society” means Cooperative Housing Society, Industrial Estates, Commercial Complex, Technology Park, Building, Land, Registered Parking Complex, etc. whose accounts will be maintained using our Services. xvi) “A Unit” means an identified maintained entity in a Society including Flat, Gala, Office, Parking Place, Piece of Land, etc.. xvii) “Member” means a person/company/entity who holds or legally posses A Unit in a Society. 2. SERVICE COMMITMENT CCT will use commercially reasonable efforts to make Web Site available with best industry standard Monthly Uptime Percentage (defined above) during the Service Month. In the event Monthly Uptime Percentage suffers significantly, CCT may offer you a Service Credit at its sole discretion. 3. CCT SLA EXCLUSIONS The Service commitment does not apply to any unavailability, suspension or termination of Web Site, or any other performance issues: (i) that result from a suspension described in Section 9; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of CCT; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension and termination of your right to use Web Site in accordance with the CCT Agreement (collectively, the “CCT SLA Exclusions”). If availability is impacted by factors other than those explicitly listed in this agreement, we may issue a Service Credit considering such factors in our sole discretion. 4. PROPRIETARY RIGHTS i) CCT reserves all rights, title and interest in and to the Services and the software, code, programs, algorithms, methodologies, techniques, designs, inventions, processes, copyrights, patents, designs, trademarks. logos inherent in or developed and used for the Services, including all related intellectual property rights and all improvements, customizations, extracts and variants of the same, irrespective of the origins thereof no rights are granted to the Users except limited usage rights as expressly set forth herein. ii) User has all rights, title and interest in and to their data. However, User agrees that CCT shall use Your Content for aggregation and provision of the services and shall also use the contact information for providing them with relevant offers of products and services from time to time. We may disclose Your Content to provide the Service Offerings to you or any Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders). iii) As between You and Us, We or Our affiliates or licensors own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. 5. DISPUTE SETTLEMENT Any disputes, differences arising out of, under or in connection with this agreement or any other breach thereof shall be resolved by mutual negotiations by and between the parties. Any unresolved dispute or differences shall be finally settled by an arbitrator to be nominated by CCT after 50% payment received for the legal charges that will be incurred by arbitrator. It being clearly understood and agreed by the Service Seeker that the Service Seeker shall not object to appointment of such a person on the ground of bias or the like. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The venue of the arbitration shall be Mumbai. The parties mutually agree that the Court of Mumbai alone shall have jurisdiction with regard all or any of the matters arising out of or related to this agreement. 6. FEES AND PAYMENTS i) Service Fees. You will pay us the applicable fees and charges for use of the Services as described on Web Site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on our Web Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. ii) Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including Service Tax and/or VAT and any applicable tax in future. You will provide us any information we reasonably request to determine whether we are obligated to collect Service Tax and/or VAT from you, including your Service Tax and/or VAT identification number. If you are legally entitled to an exemption from any service tax, sales, use, or similar transaction tax, you are responsible for providing us with legally sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. 7. MODIFICATION OF AGREEMENT We may modify this Agreement at any time by posting a revised version on the Web Site or by otherwise notifying you through registered email address. The modified terms will become effective upon posting as stated in the email message. By continuing to use the Services and Infrastructure after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Web Site or your email regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement. 8. FREE USER Free Users may use our Infrastructure and Services to provide training and take trial run of the application for limited period with limited options free of cost. However, Free User has no rights to make any claims, whatsoever or specified in section 2, 10(c), 15(b). Description related to limited period and limited options will be available on Our Web Site. We reserve rights to terminate or suspend your account and alert or modify or delete or cancel Free User facility, any time without any notice for security reason or whatsoever we feel suitable. Your Content or Data will be lost even if you convert into paid Services and we take no responsibilities and do not provide any warranty for Your Content or Data. 9. TEMPORARY SUSPENSION i) We may suspend your or any User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine: a) your or an User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other CCT User, or (iii) may subject us, our affiliates, or any third party to liability; b) you are, or any User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. ii) If we suspend your right to access or use any portion or all of the Service Offerings: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; (c) you will not be entitled to any service credits under this agreement for any period of suspension; and (d) we will not erase or delete any of Data as a result of your suspension, except as specified elsewhere in this Agreement. Our right to suspend your or any User’s right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 10(b)(ii). 10. TERMINATION (a) Termination for Convenience. You may terminate this Agreement for any reason by (i) providing us notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice. (b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any User results in a suspension described in Section 9(i), (B) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (C) in order to comply with the law or requests of governmental entities, or (D) if we determine use of the Service Offerings by you or any Users or our provision of any of the Services to you or any Users has become impractical or unfeasible for any legal or regulatory reason. (c) Post-Termination Assistance. (i) we will not erase any of Your Content as a result of the termination; (ii) we will maintain your Data for 10 years even after termination of Services. On 11th year your Data will be purged automatically without any notice; (ii) you may retrieve Your Content only for paid period; (iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all users; and (iv) Any additional post-termination assistance from us is subject to mutual agreement by you and us. 11. DISCLAIMERS THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. 12. SECURITY AND DATA PRIVACY We will implement reasonable and appropriate measures designed to help you secure Your Content and Data against accidental or unlawful loss, access or disclosure. 13. CHANGES IN SERVICES & INFRASTRUCTURE We may change, enhance, add, discontinue, or deprecate any of the Services and Infrastructure or change or remove features or functionality of the Services and Infrastructure from time to time. We will notify you of any material change, addition to or discontinuation of the Services. Time taken to make such changes on Infrastructure and Services will not be count as Downtime and not eligible for Service Credit. 14. YOUR ACCOUNT To access the Services, you must create an account associated with a valid e-mail address. Unless explicitly permitted by the service terms, you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents or Customers or Members) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 10. Through your account you may providing Services to your contractors or agents or Customers, in such cases your Customers or agents or contractors are not the part of this agreement and have no legal rights to make any claims, whatsoever. 15. LIMITATION OF LIABILITIES We will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profit, goodwill or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates will be responsible for any compensation, reimbursement, or damages arising in connection with (a) your inability to use the services, including as a result of any (i) termination or suspension of this agreement or your use of or access to the services, (ii) our discontinuation of any or all of the services, or (iii) without limiting any obligation under the SLA, any unanticipated or unscheduled Downtime of all or a portion of the services for any reason, including as a result of power outages, system failures or other interruptions or (b) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other Data. In any case, our and our affiliates’ aggregate liabilities under this agreement will be limited to the amount You actually paid us under this agreement for the Services that gave rise to the claim during the 6 months preceding the claim. 16. FORCE MAJEURE We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 17. REGISTERED ADDRESS Cloud Computing TechSolutions Private Limited D-5/504, Madhav Srishti, Barave Road, Khadakpada, Kalyan-421301. Telephone: +91-7666-222-030 Email: email@example.com --------------------------------------------------------------------------------------------------------- WE BELIEVE IN GREEN ENVIRONMENT
I Agree to the terms & conditions of Cloud Society.
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