Last updated on: June 20, 2019
This is an agreement between you or the entity that you represent (hereinafter "You" or "Your") and Cloud Pencils Private Limited (hereinafter "CLOUD PENCILS") governing your user of OnCloudERP software (hereinafter “CLOUD PENCILS Service(s)”).
Parts of this Agreement
This Agreement consists of the following terms
and conditions (hereinafter the “General Terms”) and terms and conditions, if
any, specific to use of individual Services (hereinafter the “Service Specific
Terms”). The General Terms and Service Specific Terms are collectively referred
to as the “Terms”. In the event of a conflict between the General Terms and
Service Specific Terms, the Service Specific Terms shall prevail.
Acceptance of the Terms
You must be of legal age to enter into a binding
agreement in order to accept the Terms. If you do not agree to the General
Terms, do not use any of our Services. If you agree to the General Terms and do
not agree to any Service Specific Terms, do not use the corresponding Service.
You can accept the Terms by checking a checkbox or clicking on a button
indicating your acceptance of the terms or by actually using the Services.
Description of Service
We provide an array of services for Enterprise
Resource Planning including Accounting, Sales, Purchase, Production, Inventory,
Customer Relationship Management, Human Resource Management, Business
Intelligence and Project Management application ("Service" or
"Services"). You may use the Services for your personal and business
use or for internal business purpose in the organization that you represent.
You may connect to the Services using any Internet browser supported by the
Services. You are responsible for obtaining access to the Internet and the
equipments necessary to use the Services. You can create and edit content with
your user account and if you choose to do so, you can publish and share such
content.
Subscription to Beta Service
We may offer certain Services as closed or open
beta services ("Beta Service" or “Beta Services”) for the purpose of
testing and evaluation. You agree that we have the sole authority and
discretion to determine the period of time for testing and evaluation of Beta
Services. We will be the sole judge of the success of such testing and the
decision, if any, to offer the Beta Services as commercial services. You will
be under no obligation to acquire a subscription to use any paid Service as a
result of your subscription to any Beta Service. We reserve the right to fully
or partially discontinue, at any time and from time to time, temporarily or
permanently, any of the Beta Services with or without notice to you. You agree
that CLOUD PENCILS will not be liable to you or to any third party for any harm
related to, arising out of, or caused by the modification, suspension or
discontinuance of any of the Beta Services for any reason.
Modification of Terms of Service
We may modify the Terms upon notice to you at any
time. You will be provided notice of any such modification by electronic mail
or by publishing the changes on the website at terms and conditions page.
You may terminate your use of the Services if the Terms are modified in a
manner that substantially affects your rights in connection with use of the
Services. Your continued use of the Service after notice of any change to the
Terms will be deemed to be your agreement to the amended Terms.
User Sign up Obligations
You need to sign up for a user account by
providing all required information in order to access or use the Services. If
you represent an organization and wish to use the Services for corporate
internal use, we recommend that you, and all other users from your
organization, sign up for user accounts by providing your corporate contact
information. In particular, we recommend that you use your corporate email
address. You agree to: a) provide true, accurate, current and complete
information about yourself as prompted by the sign up process; and b) maintain
and promptly update the information provided during sign up to keep it true,
accurate, current, and complete. If you provide any information that is untrue,
inaccurate, outdated, or incomplete, or if CLOUD PENCILS has reasonable grounds to
suspect that such information is untrue, inaccurate, outdated, or incomplete,
CLOUD PENCILS may terminate your user account and refuse current or future use of any
or all of the Services.
Personal Information and Privacy
Personal information you provide to CLOUD PENCILS
through the Service is governed by CLOUD PENCILS Privacy Policy. Your
election to use the Service indicates your acceptance of the terms of the CLOUD PENCILS Privacy Policy. You
are responsible for maintaining confidentiality of your username, password and
other sensitive information. You are responsible for all activities that occur
in your user account and you agree to inform us immediately of any unauthorized
use of your user account by email to info@onclouderp.com
or by calling us on any of the numbers listed on contact us page in our website.
We are not responsible for any loss or damage to you or to any third party
incurred as a result of any unauthorized access and/or use of your user
account, or otherwise.
Communications from CLOUD PENCILS
The Service may include certain communications
from CLOUD PENCILS, such as service announcements, administrative messages and
newsletters. You understand that these communications shall be considered part
of using the Services. As part of our policy to provide you total privacy, we
also provide you the option of opting out from receiving newsletters from us.
However, you will not be able to opt-out from receiving service announcements
and administrative messages.
Fees and Payments
Subscriptions to paid Services are available on
monthly, quarterly, half yearly and yearly subscription plans. We have not
enabled “Auto renewal” as of, hence you have to renew manually as per your
selected plan. If you do not wish to renew the subscription, you agree to
inform us at least seven days prior to the renewal date. In the event of
termination of the subscription, you will be refunded the subscription fee for
the unused portion of the subscription period. CLOUD PENCILS reserves the right to
change the subscription fee and to charge for use of Services that are
currently available free of charge. You will not be charged for using any
Service unless you have opted for a paid subscription plan.
Restrictions on Use
In addition to all other terms and conditions of
this Agreement, you shall not: (i) transfer or otherwise make available to any
third party the Services; (ii) provide any service based on the Services
without prior written permission; (iii) use the third party links to sites
without agreeing to their website terms & conditions; (iv) post links to
third party sites or use their logo, company name, etc. without their prior
written permission; or (v) use the Services for spamming and other illegal purposes.
Spamming and Illegal Activities
You agree to be solely responsible for the
contents of your transmissions through the Services. You agree not to use the
Services for illegal purposes or for the transmission of material that is
unlawful, defamatory, harassing, libelous, invasive of another's privacy,
abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise
objectionable, offends religious sentiments, promotes racism, contains viruses,
or that which infringes or may infringe intellectual property or other rights
of another. You agree not to use the Services for the transmission of
"junk mail", "spam", "chain letters", “phishing”
or unsolicited mass distribution of email. We reserve the right to terminate
your access to the Services if there are reasonable grounds to believe that you
have used the Services for any illegal or unauthorized activity.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user
accounts that are inactive for a continuous period of 120 days. In the event of
such termination, all data associated with such user account will be deleted.
We will provide you prior notice of such termination and backup of your data by
email. The data deletion policy may be implemented with respect to any or all
of the Services.
Data Ownership
We respect your right to ownership of content
created or stored by you. You own the content created or stored by you. Unless
specifically permitted by you, your use of the Services does not grant CLOUD PENCILS
the license to use, reproduce, adapt, modify, publish or distribute the content
created by you or stored in your user account for CLOUD PENCILS’s commercial,
marketing or any similar purpose. But you grant CLOUD PENCILS permission to access,
copy, distribute, store, transmit, reformat, publicly display and publicly
perform the content of your user account solely as required for the purpose of
providing the Services to you.
Sample Data and setup
CLOUD PENCILS may provide sample data and setup for the
purpose of demonstrating the possibility of using the Services effectively for
specific purposes. The information contained in any such sample data and setup
consists of random data. CLOUD PENCILS makes no warranty, either express or implied,
as to the accuracy, usefulness, completeness or reliability of the information
or the sample data and setups.
Trademark
Logo’s of
CLOUD PENCILS such as ONCLOUDERP, CLOUD PENCILS, the names of individual Services
and their logos are trademarks of CLOUD PENCILS. You agree not to display or
use, in any manner, the CLOUD PENCILS trademarks, without CLOUD PENCILS’s prior permission.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE
OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN
AS-IS-AND-AS-AVAILABLE BASIS. CLOUD PENCILS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLOUD PENCILS
MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE
SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS
DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY
SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY
YOU FROM CLOUD PENCILS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT CLOUD PENCILS SHALL, IN NO EVENT, BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER
LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS
ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN
IF CLOUD PENCILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU’RE SOLE AND
EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CLOUD PENCILS RELATED TO ANY OF THE SERVICES
SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL CLOUD PENCILS’S ENTIRE
LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED
THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
Indemnification
You agree to indemnify and hold harmless CLOUD PENCILS,
its officers, directors, employees, suppliers, and affiliates, from and against
any losses, damages, fines and expenses (including attorney's fees and costs)
arising out of or relating to any claims that you have used the Services in
violation of another party's rights, in violation of any law, in violations of
any provisions of the Terms, or any other claim related to your use of the
Services, except where such use is authorized by CLOUD PENCILS.
Arbitration
Any controversy or claim arising out of or
relating to the Terms shall be settled by binding arbitration in accordance
with Indian Laws and Procedures. Any such controversy or claim shall be
arbitrated on an individual basis, and shall not be consolidated in any arbitration
with any claim or controversy of any other party. The decision of the
arbitrator shall be final and un-appealable. The arbitration shall be conducted
in Chennai, India and judgment on the arbitration award may be entered into any
court having jurisdiction thereof. Notwithstanding anything to the contrary,
CLOUD PENCILS may at any time seek injunctions or other forms of equitable relief from
any court of competent jurisdiction.
Suspension and Termination
We may suspend your user account or temporarily
disable access to whole or part of any Service in the event of any suspected
illegal activity, extended periods of inactivity or requests by law enforcement
or other government agencies. Objections to suspension or disabling of user
accounts should be made to info@onclouderp.com
within thirty days of being notified about the suspension. We may terminate a
suspended or disabled user account after thirty days. We will also terminate
your user account on your request. In addition, we reserve the right to
terminate your user account and deny the Services upon reasonable belief that
you have violated the Terms and to terminate your access to any Beta Service in
case of unexpected technical issues or discontinuation of the Beta Service.
Termination of user account will include denial of access to all Services,
deletion of information in your user account such as your e-mail address and
password and deletion of all data in your user account.
End of terms of service
If you have any questions or concerns regarding this terms of service, please contact us at info@onclouderp.com
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