PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, WHICH COVER THE END USER LICENCE AGREEMENT TO USE CLOUDLAUNCHPAD. This End User License Agreement (“EULA”) governs your use of the service of CloudLaunchPad web application along with integrated hardware (if any), related API, associated upgrades, patches, and related services (collectively referred to as the “service”) currently provided or which will be provided by Techify Solutions Pvt. Ltd., or any one of its subsidiaries or affiliated companies (collectively referred to as the “Company”).
This EULA sets out the basis on which the Company makes the Service available to you (“User” or ”You”) and on which You may use it. The Company’s Privacy Policy, which can be found on company’s website, forms an integral part of this EULA. By installing or using the Service, you agree to accept and to be bound by (1) this EULA and (2) the Privacy Policy at all time. If You do not agree with one of these, please refrain from installing or using the Service.
If You have any other document and/or agreement with company having certain conflicting terms, the terms mentioned in this EULA shall supersede.
The Company reserves the right to amend, modify, or update the terms and conditions of this Agreement from time to time in its sole discretion, provided that such changes shall not take effect until at least fifteen (15) days after notice has been given to the End User through reasonable means, which may include posting the updated Agreement on the Company’s website. The End User acknowledges and agrees that continued access to or use of the Service after the effective date of any such changes shall constitute acceptance of the revised Agreement.
END-USER LICENCE AGREEMENT
- SOFTWARE LICENCE (To be read with Annex B).
1.1 LICENCE GRANT This agreement (this “Agreement”) between Techify Solutions Pvt. Ltd. (Company), having its registered office at: 716 BSquare 3, Sindhubhavan Rd, near Tradebulls, Bodakdev, Ahmedabad, Gujarat 380059, INDIA and the customer set forth and as defined below (“End User” and/or “You”), is effective as of the date the applicable Order Form is executed or the date this Agreement is referenced by the applicable purchase order (the “Effective Date”). This Agreement shall govern each order form, sales quotation, proposal, purchase order, or other ordering document that references this Agreement (each an “Order Form”). Each Order Form will form a separate contract between the parties. Subject to the terms of this Agreement, Company grants to End User, during the License Term (as defined below), a revocable, non-exclusive, non- transferable, non-sub-licensable right and license to use the Company’ service for End User’s internal business purposes only, and strictly in accordance with the scope, features and limitations applicable to the subscription tier (Free, Paid or Custom) purchased by the End User. The “License Term” begins on the date Company delivers the Software license subscription to End User and lasts for the period specified in the applicable Order Form (unless terminated earlier in accordance with this Agreement). This Agreement supersedes any other agreement (including any click-through or electronic agreements within the Software) between Company and End User with respect to the Software. Any references in the Order Form to an “Agreement” or “EULA” or other similar term shall be deemed to refer to this Agreement. This license shall not constitute a sale of Services or of any intellectual property rights therein, and nothing in this Agreement shall be construed as granting the End User any ownership or proprietary rights in or to the Service, except for the limited rights of use expressly set forth herein.
1.1.1 The Company offers the Service for use by customers worldwide. For customers located outside the territory of India, Techify Solutions Inc. (Techify Inc.), a corporation duly incorporated under the laws of the State of Wyoming, United States, shall be authorized to market and sell subscriptions to the services, collect payments and issue invoices solely in its capacity as an authorized reseller and billing agent of Techify Solutions Pvt. Ltd. Notwithstanding the foregoing, all rights, obligations and liabilities relating to the provision, performance and support of the service under this Agreement shall remain solely with Techify Solutions Pvt. Ltd. End Users are responsible for ensuring compliance with all local laws and regulations in their respective jurisdictions, including but not limited to data protection, privacy, and export control regulations. Where applicable, the Company will comply with International Regulations such as the General Data Protection Regulation (GDPR) for EU users and the California Consumer Privacy Act (CCPA) for U.S. users.
1.2 RESTRICTIONS ON USE. The End User expressly acknowledges and agrees that the rights granted herein are subject to limitations and agrees that the Company hereby grants to the End User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the CloudLaunchPad. The End User shall not, directly or indirectly (and shall not permit any third party to): (a) Resell, sublicense, assign, transfer, distribute, rent, lease, lend, pledge, encumber, outsource or otherwise make the service or any part thereof available to any third party, whether for commercial gain or otherwise, save and except where such use is expressly permitted under the subscription plan purchased by the End User. Any attempted transfer or assignment in violation of this restriction shall be null and void and shall constitute a material breach of this Agreement; (b) Use the service, whether in whole or in part, for the purpose of designing, developing, marketing or providing any software, platform or service that directly or indirectly competes with CloudLaunchPad or with any current or future product or service offered by the Company. For avoidance of any confusion or doubt, competitive use shall include benchmarking for the purpose of product development or disclosure of performance data to a competitor; (c) Circumvent, bypass, tamper with or otherwise interfere with any technical restrictions, usage parameters, access controls or security mechanism imposed by the Company in relation to the service including and without limitation, those restrictions applicable to subscription tier, permitted number of authorized users, enabled features, volume of usage, or system resource allocation; (d) Use the service in any unlawful manner or for any unlawful purpose including activities that violate applicable laws, regulations or third-party rights; (e) Modify, adapt, translate, localize or create any derivative work based upon the service;
1.3 EVALUATION USE. Where the End User is granted access to the service on a trial basis (Trial) such Trial shall be provided solely for evaluation purposes and for a limited duration determined by the Company in its sole discretion. The Trial may be subject to restricted or limited features, service levels, support obligations, and functionality. All data, configurations or content entered or generated during this Trial may be deleted or rendered inaccessible upon the expiry of such Trial unless the End User upgrades to a paid subscription plan prior to such expiry. The Company shall bear no responsibility or liability for the preservation, storage, or recovery of any data generated during the Trial in the event that the End User elects not to convert the Trial into a paid subscription prior to its expiry.
1.3.1 Beta Use: From time to time, the Company may make available certain pre-release, experimental, or beta features of the service (Beta Features). The End User acknowledges and agrees that all Beta Features are provided strictly on an “AS IS” and “AS AVAILABLE” basis and may be modified, suspended, or withdrawn at any time without notice. The Company expressly disclaims all warranties, obligations, and liabilities of any kind with respect to Beta Features, including, without limitation, warranties of merchantability, fitness for purpose, performance, availability, and accuracy.
1.3.2 Limitation of Liability: To the maximum extent permitted by law, the Company’s aggregate liability for any claim arising from or in connection with the End User’s use of Trial or Beta Feature shall not exceed One United States Dollar (USD $1)
1.4 SUBSCRIPTIONS, BILLING, AND CANCELLATIONS. Subscriptions: All subscriptions to the service are billed monthly in advance, unless otherwise agreed in writing. By purchasing a subscription, the End User authorizes the Company to automatically charge the subscription fees, together with any applicable taxes, using the payment method provided by the End User at the time of account registration or subsequently updated in the service.
1.4.1 Cancellation: The End User may cancel its subscription at any time by providing notice through the account management portal or other designated cancellation mechanism provided by the Company. In such a case, the End User’s access to the Service shall continue until the expiration of the then-current billing cycle, after which the subscription shall automatically terminate.
1.4.2 No Refunds: Except as otherwise expressly required by applicable law, all subscription fees are non-refundable. No refunds or credits shall be issued for partial months of service, unused features, or periods of inactivity.
1.4.3 Taxes: All fees charged are exclusive of applicable taxes, levies, duties, or similar governmental assessments.
The Company reserves the right to modify subscription fees or introduce new charges upon providing reasonable prior notice to the End User. Any such change shall become effective at the start of the next billing cycle following the date of such notice, unless the End User elects to terminate its subscription prior to such renewal.
1.5 ACCOUNT CREATION AND USER RESPONSIBILITIES
1.5.1 Account Information: In order to access and use the service, the End User must create an account with the Company. The End User represents and warrants that all information provided during the account creation, including but not limited to first name, last name, and email address, shall be true, accurate, current and complete. The End User further agrees to promptly update such information to ensure its accuracy at all times.
1.5.2 Account Credentials: The End User shall be solely responsible for maintaining the confidentiality and security of its account credentials, including username and passwords. The End User shall not disclose such credentials to any third party and shall immediately notify Techify of any unauthorized access, use, or disclosure of such credentials.
1.5.3 Responsibility for Account Activity: The End User shall be fully responsible and liable for all activities conducted through their account. Any use of services through the End User’s account shall be deemed to have been conducted by the End User.
1.5.4 AWS and GitHub Credentials: Where the End User provides AWS or GitHub credentials to the Service, the End User represents and warrants that such credentials are valid, current, and accurate, and that it shall ensure such credentials are properly secured in accordance with industry best practices. The End User shall remain solely responsible for the security, management, and permissions associated with its AWS and GitHub accounts, including, without limitation, the assignment of user roles and access rights.
1.5.5 Prohibition on Account Sharing: Account sharing is strictly prohibited. Each account shall be used only by the individual End User to whom it is registered. The End User shall not permit any third party to access or use its account, whether by sharing credentials, providing access tokens, or otherwise. Any violation of this Section shall constitute a material breach of this Agreement.
1.6 SERVICE LEVEL AND SUPPORT.
“Support” is defined as the Company’s obligations to respond to support requests raised by the End User, including the access to the Company’s ticketing system, provision of qualified personnel to assist in troubleshooting, and commercially reasonable efforts to diagnose and resolve issues relating to service in accordance with the subscription plan purchased by the End User.
1.6.1 Paid Plans: For End Users subscribed to a paid plan of the service, the Company shall use commercially reasonable efforts to make the service available with a minimum uptime of ninety-nine and one-half percent (99.5%) during each calendar month (Service Level Commitment). The Service Level Commitment.
1.6.2 Expressly excludes any unavailability caused by: (i) Scheduled maintenance performed by the Company with prior notice; (ii) Outages or service degradation resulting from failures of third-party infrastructure providers, including Amazon Web Services (AWS); (iii) Configuration errors, misuse, or mismanagement of the service by the End User.
1.6.3 Free Plans: For End Users subscribed under a free plan, the Company provides the service strictly on an “AS IS” basis. No Service Level Commitments or uptime guarantees shall apply to free plans. Support for free plans shall be limited, non-prioritized, and provided at the Company’s discretion.
1.6.4 DevOps Engineer Hours: (a) The Company shall allocate DevOps Engineer support hours in accordance with the subscription plan purchased by the End User. The scope, number of hours, and level of support provided shall not exceed such allocation; (b) DevOps engineer hours are measured and allocated on a monthly basis, resetting at the commencement of each new billing cycle. Any unused hours shall expire at the end of each billing cycle and shall not carry forward, accumulate, or roll over into subsequent months.
The Company shall not be held liable for any delays or failures in performing services caused by circumstances beyond its reasonable control but not limited to Force Majeure.
1.7 ACCEPTABLE USE AND FAIR USE POLICY. The End User shall at all times use the service in strict compliance with its Acceptable Use and Fair Use Policy. Any use of the service outside the scope of this Policy shall constitute a material breach of this Agreement. Without limiting the foregoing, the End User shall not, directly or indirectly and shall not permit any third party to: (a) Run, schedule or otherwise operate continuous, non-stop or excessive development loops or automated processes through the service that lacks a valid and legitimate business purpose or which are reasonably likely to impair system stability or availability; (b) Create, register or maintain free or trial accounts or otherwise attempt to use free or trial accounts in a manner intended to circumvent, bypass or avoid the restrictions and limits associated with the subscription plan purchase by the End User; (c) Use the service for any unlawful purpose or in connection with any illegal activity, including without limitation the infringement of intellectual property rights, unauthorized access to computer systems or in violation of the Amazon Web Services (AWS)’s Acceptable Use Policy or any other third-party policies; (d) Consume, utilize or attempt to access the systems resources beyond those allocated under the End User’s subscription plan, including without limitation on features, number of users, permitted DevOps engineer support hours or number of active projects. In any event that the Company determines, in its sole and reasonable discretion, that the End User’s use of the services violated this Acceptable and Fair Use Policy, the Company may take one or more of the following actions, without prejudice to any other remedies available to it under this Agreement or at law: (a) Notify the End User of the violation and request immediate correction action; (b) Require the End User to upgrade to a higher-tier subscription plan commensurate with its usage; (c) Throttle, limit or restrict the End User’s access to certain features or functionality of the service; or (d) suspend or terminate the End User’s access to the service in case of persistent, repeated or material abuse.
1.8 CUSTOMER DATA, CREDENTIALS, AND SECURITY. All project codes, software configurations, development artifacts, AWS Infrastructure, and related materials created, generated, or deployed by the End User through the use of the service shall remain in the sole and exclusive property of the End User. Nothing in this Agreement shall be construed as granting the Company any ownership rights in such project, code, or infrastructure. The End User acknowledges and agrees that in order to enable the automated deployment functionality of the service, the End User must provide certain access credentials, including but not limited to AWS and GitHub (Credentials). The End User expressly authorizes the Company to store, access, and use such Credentials solely for the limited purpose of performing automated deployments and configurations in accordance with the End User’s instructions and configurations within the service. The Company shall have no right to use the Credentials for any other purpose.
The Company shall implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Credentials from unauthorized access, disclosure, or use. Without limiting the foregoing, all Credentials shall be encrypted in transit and at rest in accordance with generally accepted industry practices and applicable AWS security standards,
The End User shall remain solely responsible for the security, integrity, and proper management of its AWS accounts, GitHub repositories, access controls, and identity management policies. The Company shall have no responsibility or liability for any breach, misconfiguration, or unauthorized access arising out of or relating to the End User’s failure to implement appropriate security measures within its own accounts or systems.
2. CONFIDENTIALITY
2.1 Scope and Restrictions: “Confidential Information” means all information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information and the circumstances surrounding the disclosure. The Receiving Party will: (a) not use the Disclosing Party’s Confidential Information for any purpose outside of this Agreement; (b) not disclose such Confidential Information to any person or entity, other than its affiliates, employees, consultants, agents and professional advisers who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder, provided that such affiliates, employees, consultants, and agents are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this clause 3; and (c) use reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, it will first give written notice of such requirement to the Disclosing Party, and, to the extent within its control, permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide cooperation to the Disclosing Party in seeking to obtain such protection.
2.2 The Receiving Party acknowledges that all the data processed or updated through the Service is directly stored on the cloud servers and is not retained locally by the Company.
2.3 Clause 2.1 will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt without any restriction on its disclosure; (b) is or has become public knowledge or publicly available through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information.
2.4 EQUITABLE RELIEF. The Receiving Party acknowledges that unauthorised disclosure of the Disclosing Party’s Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party, the Disclosing Party may seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity. The Receiving Party shall implement reasonable administrative and technical safeguards to protect the End User’s data from unauthorized access, use, or disclosure. However, the Company shall not be responsible for any loss, corruption, or modification of the End User’s Data resulting from factors outside the Company’s reasonable control.
2.5 ACCESS TO SERVICE. The service may be protected by digital rights management software. In such a case, you hereby agree, acknowledge, and consent to the following regarding the service and associated software / 3rd party tools: (i) An internet connection may be required to access the Service.
(ii) An account shall be required to access the services and features of the Service. (iii) Restrictions of age may be imposed on accessing services and features of the Service in compliance with the local laws. For further information, please visit the website of the company from time to time. The company may in no case be held responsible for reduced user comfort. You acknowledge that the Service may not be available for use on all mobile devices or through all carriers or network service providers.
2.6 CHANGES TO THE SERVICE. Company reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice, or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this EULA by clicking on the “EULA” link located on the Service or on the company’s website. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to You or cause You to no longer be in agreement or compliance with this EULA, You may immediately withdraw from the service’s further usage without any demand for the refund or otherwise wherein the agreement shall be stated and acknowledged to be have been mutually terminated and end user must immediately uninstall the Service and destroy all copies of the Service. Your continued use of the Service following any revision to this EULA constitutes Your complete and irrevocable acceptance of any and all such changes.
COMPANY may modify the Service for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations, and/or resets to improve and/or optimize the Service. You agree that the modifications, updates, and improvements may be applied automatically on the cloud platform. You agree that COMPANY may stop supporting previous versions of the Service upon the availability of an updated version. COMPANY’s channel partners and associated service providers shall have no obligation to furnish any maintenance or customer support with respect to the Service. COMPANY also reserves the right to amend the Rules of Conduct to place limits on the use of the Service.
3 PROPRIETARY RIGHTS. Company shall own and shall retain all intellectual property rights, in and to the Service and the results of any Service. Certain “free” or “open source” software (the “FOSS Software”) and third-party software are included with the Software (the “Third Party Software”). A list of the FOSS Software and Third Party Software, and relevant license terms shall be applicable. The Software and Third Party Software may only be accessed and used by the End User as prescribed by the Company documentation.
All title, ownership rights and intellectual property rights in and to the Service (including, without limitation, all text, graphics, music or sounds, all messages or items of information, names, themes, objects, scenery, costumes, effects, dialogues, slogans, places, characters, diagrams, concepts, data fields, videos, audio-visual effects, domain names and any other elements which are part of the Service, individually or in combination) and any authorized temporary copies created for access are owned by Company or its licensors. This Service may contain certain licensed materials and, in that event, Company’s licensors may protect their rights in the event of any violation of this Agreement. Any reservation or representation of these licensed materials in any way and for any reason is prohibited without the Company’s prior permission and, if applicable, the Company’s licensors’ and representatives’. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by Company.
This License confers no title or ownership in the Service and should not be construed as a sale of any rights in the Service.
4 DATA PROTECTION AND PRIVACY COMPLIANCE
4.1 Compliance with Data Protection Laws: The Company shall process personal data in accordance with the applicable data protection and privacy laws, including but not limited to the Digital Personal Data Protection Act, 2023, the General Data Protection Regulation (EU) 2016/679 (GDPR), and the California Consumer Privacy Act of 2018, as amended (CCPA), to the extent such laws are applicable to the processing of personal data under this Agreement. The End User acknowledges that the Company’s obligations under such laws are limited to the role of service provider/data processor and that the End User shall remain responsible for ensuring that its instructions to the Company comply with applicable data protection laws.
4.2 Data Residency: To support compliance with regulatory or contractual requirements, the End User may select available Amazon Web Services (AWS) regions for the hosting and storage of its data. The Company shall use commercially reasonable efforts to process and store the End User’s data exclusively in the AWS region selected by the End User.
4.3 Data Retention and Deletion: Upon (i) written request by the End User; or (ii) termination or expiration of this Agreement, the Company shall delete or anonymize all personal data and customer data within thirty (30) days, except to the extent retention is required by applicable law, regulation, or judicial order. In such cases, the Company shall retain the minimum data necessary for the required period and shall continue to protect such data in accordance with this Agreement.
4.4 Security Measures: The Company shall implement and maintain commercially reasonable technical and organizational measures designed to protect personal data and customer data against unauthorized access, disclosure, alteration, and destruction, consistent with industry standards and applicable AWS security practices.
5. TERM AND DATA EXPORT.
Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within a period of Thirty (30) Days after receiving written notice thereof. Termination under this Section shall be without prejudice to any other rights or remedies available to the terminating party under law or equity. Upon the effective date of such termination or expiration of this Agreement for any reason: (a) the End User’s account shall be immediately disabled and the End User shall cease all access to and use of the Service; and (b) all licenses granted to the End User under this Agreement shall automatically terminate.
Following such termination or expiration, the End User shall have a period of fifteen (15) days (the “Data Export Period”) to export its data through the service’s available Application Programming Interfaces (APIs) or such other means as the Company may reasonably provide. After the expiration of the Data Export Period, the Company shall have no obligation to maintain or provide access to any data and may, at its discretion, permanently delete or anonymize all data associated with the End User’s account, except to the extent retention is required by applicable law.
Termination of this Agreement shall not affect the survival of any provisions which, by their nature or express terms, are intended to survive, including, without limitation, provisions relating to confidentiality, intellectual property rights, disclaimers, indemnification, limitations of liability, and governing law.
- WARRANTIES AND DISCLAIMER.
6.1 The Company warrants that, during the term of this Agreement, the service will materially conform to the descriptions and specifications set forth in the Company’s published documentation, when used in accordance with such documentation and this Agreement. The End User’s sole and exclusive remedy for any breach of this warranty shall be, at the Company’s option, either (a) Repair or correction of the non-conforming Service, or (b) Termination of the applicable subscription and refund of any prepaid fees for the unused portion of the subscription term.
6.2 The warranty in Section 6.1 shall not apply to: (a) Any failure caused by the End User’s misuse, misconfiguration, or use of the service in violation of this Agreement; (b) Modifications to the Service not made by the Company; or (c) Issues caused by third-party services, networks, or infrastructure, including without limitation Amazon Web Services (AWS) or GitHub.
6.3 Except as expressly provided in Section 6.1, the Service is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, the Company expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
6.4 The End User acknowledges that the service relies on the availability and performance of third-party infrastructure providers, including, without limitation, AWS. The Company shall not be responsible or liable for any interruption, degradation, or unavailability of the service caused by outages, defects, or failures attributable to AWS or any other third-party service provider.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, the Company’s total aggregate liability, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement or the use or inability to use the Service, shall not exceed the total subscription fees actually paid by the End User to Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim. Furthermore, in no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, business interruption, loss of data, goodwill, or other intangible losses, even if the Company has been advised of the possibility of such damages.
Nothing in this Agreement shall exclude or limit Company’s liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; or (c) any other liability that cannot be excluded or limited under applicable law.
8. INDEMNITY
The Company shall defend, indemnify, and hold harmless the End User, its officers, directors, employees, and agents against any third-party claims, actions, suits, or proceedings (Claims) alleging that the service, when used by the End User in accordance with this Agreement and the Company’s documentation, infringes or misappropriates any valid third-party intellectual property rights. The Company shall pay all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against the End User by a court of competent jurisdiction or agreed in a settlement approved by the Company in connection with such Claims, provided that such damages do not exceed the fees paid by the End User to the Company under this Agreement in the twelve (12) months preceding the claim.
The End User shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents against any Claims arising out of or relating to: (a) the End User’s misuse of the Service or use in violation of this Agreement; (b) the End User’s breach of applicable law or regulation; or (c) content, data, or materials submitted, stored, or processed by the End User through the Service.
9. FORCE MAJEURE
Except for payment obligations, neither party hereto will be liable for defaults or delays due to acts of God, or the public enemy, acts or demands of any government or governmental agency, fires, earthquakes, floods, other natural disasters, accidents, or other unforeseeable causes beyond its reasonable control and not due to its fault or negligence.
10. DATA COLLECTION
Subject to the Company’s compliance with data protection laws applicable to it, End User acknowledges and agrees that the Company does not store any End User Data. All the data generated through the use and operation of the Service through the cloud platform is updated directly on AWS and remains under the End User’s control. The company may collect technical telemetry or usage information solely for the purpose of monitoring Service functionality and improving the cloud service. However, no personal or business-related data belonging to the End User will be stored by the Company.
The company may use such telemetry in aggregate form to generate usage statistics, analyze trends to improve the Service’s functionality. The Company will not access, share, or disclose any data belonging to any End User except when required by law to protect its rights or the Company’s legal obligations. By using the Service, you provide consent for the limited collection of anonymized telemetry and operational data necessary to operate and maintain the cloud-based Service.
11. THIRD PARTY RIGHTS
A person who is not a party to this Agreement shall not have any rights under the Contracts Act and any other applicable laws.
12. SEVERANCE
If any provision of this Agreement (or part of any provision) is held to be void or otherwise unenforceable by any court of competent jurisdiction, such provision (or part) shall, to the extent necessary to ensure that the remaining provisions of this Agreement are not void or unenforceable, be deemed to be deleted and the validity and/or enforceability of the remaining provisions of this Agreement shall not be affected.
13. ENTIRE AGREEMENT
13.1 This Agreement and its exhibits, together with the Order Form(s) and any statements of work incorporating this Agreement, if applicable, represent the entire agreement between the parties in respect of its subject matter and supersedes and extinguishes all prior negotiations, arrangements, understanding, course of dealings, Business Value Assessments, Joint Success Plans, or agreements made between the parties in relation to its subject matter, whether written or oral.
13.2 Neither party has been given, nor entered into this Agreement in reliance on, any warranty, statement, promise, or representation other than those expressly set out in this Agreement.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of India exclusively.
14.2 The parties agree that the courts of Ahmedabad, Gujarat, India shall have sole and exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement or its subject matter or formation. Notwithstanding the foregoing, Company may bring proceedings in the courts of any other state which have jurisdiction for reasons other than the parties’ choice, for the purpose of seeking: (a) an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or (b) any relief or remedy which, if it (or its equivalent) were granted by the courts of India would not be enforceable in such other country.
15. MISCELLANEOUS
15.1 The rights and remedies of the parties hereunder will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity.
15.2 The person signing or otherwise accepting this Agreement for each party represents that s/he is duly authorised by all necessary and appropriate corporate action to enter this Agreement.
15.3 Any modification to this Agreement must be in writing and signed by a director of the Company and a duly authorised signatory of the End User. This Agreement shall control over additional or different terms of any purchase order, confirmation, invoice, statement of work or similar document (other than Company Order Form, which will take precedence), even if accepted in writing by both parties, and waivers and amendments to this Agreement shall be effective only if made by non-pre-printed agreements clearly understood by both parties to be an amendment or waiver to this Agreement.
15.4 For purposes of this Agreement, “including” means “including without limitation.”
15.5 End User agrees that Company may refer to End User by its trade name and logo, and may briefly describe End User’s business, in Company’s marketing materials and website, and promotional communications.
15.6 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered (including delivery of an electronic copy) shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
15.7 Company may give notice to End User by electronic mail to End User’s email address on record in End User’s account information or by letter sent by first class mail, pre-paid post, or airmail to End User’s address on record in End User’s account information. End User may give notice to Company at any time by letter sent by first class mail, prepaid post or airmail to Company at the following address, or such other address as may be notified to End User from time to time: Company, INFO@CLOUDLAUNCHPAD.APP, Attn: Legal Department. Notice under this Agreement shall be deemed given: (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by email; (c) the next business day after it is sent, if sent by first class postage prepaid post; (d) five business days following postage if sent by pre-paid airmail; and (e) upon receipt, if sent by certified or registered mail, return receipt requested.
15.8 This agreement is an electronic agreement which shall now be deemed as accepted and executed upon registration and first login to the CloudLaunchPad service. Both parties agree that this agreement shall be considered as signed and accepted by both parties with their full mutual consent and without any undue influence of any 3rd party and/or any intoxicating substance. No local installation or data storage on the End User’s device is required for acceptance.
EXHIBIT
DATA PROTECTION
This Exhibit shall apply to the ‘processing’ of any ‘personal data’ (each as defined below) by Company in the course of providing the SaaS (as defined below) version of the Software and/or support to the End User.
1. Data Protection
1.1 The terms of this Exhibit apply only if:
(a) End User is subject to Data Protection Law (as defined below); and
(b) End User has purchased access to the online software-as-a-service (“SaaS”) version of the Software, as indicated on the Order Form,
1.2 Definitions: In this Exhibit, the following terms shall have the following meanings:
“controller”, “processor”, “data subject”, “personal data” and “processing” (and “process”) shall have the meanings given in the Data Protection Law;
“Data Protection Law” shall mean Data protection guidelines of India and as may be issued from time to time; The reference of data protection is also taken from Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); and
1.3 Relationship of the parties: End User (the controller) appoints Company as a processor to process the personal data in accordance with the Applicable Data Protection law. (the “Data”). Each party shall comply with the obligations that apply to it under the Data Protection Law.
1.4 Purpose limitation: Company shall process the Data as a processor as necessary to perform its obligations under this Agreement and strictly in accordance with the documented instructions of the End User (the “Permitted Purpose”), except where otherwise required by any law. Taking into account the nature of the processing and the Software, Company shall promptly, after becoming aware, inform End User if in Company’s opinion an instruction from or on behalf of End User infringes Data Protection Law.
1.5 International transfers: Where the End User’s Controller is hosted in India India-based SaaS platform, the Company reserves the right to transfer the Data (nor permit the Data to be transferred) outside Indian territories under various instances, including,
(i) it has first obtained the End User’s prior written consent; (ii) it takes measures to ensure the transfer is in compliance with Data Protection Law; and (iii) for the purposes of providing Support.
1.6 Confidentiality of processing: Company shall ensure that any person that it authorises to process the Data (including Company’s staff, agents and subcontractors) (an “Authorised Person”) shall be subject to a duty of confidentiality (whether a contractual duty or a statutory duty).
1.7 Security: The processor shall implement appropriate controls, including technical, organisational, and other measures, designed to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”).
Subcontracting: Company shall not subcontract any processing of the Data to a third-party subcontractor without the prior written consent of the End User. Notwithstanding this, the End User consents to Company engaging third- party subcontractors to process the Data provided that: (i) Company provides at least 7 days’ notice prior to the addition or removal of any subcontractor (including details of the processing it performs or will perform and the location of the subcontractor), which may be given by posting details of such addition or removal on company’s website; (ii) Company imposes data protection terms on any subcontractor it appoints that protect the Data to the same standard provided for by this paragraph; and (iii) Company remains fully liable for any breach of this paragraph that is caused by its subcontractor. If the End User refuses to consent to the Company’s appointment of a third-party subcontractor on reasonable grounds relating to the protection of the Data, then End User may terminate this Agreement by giving no less than 30 days’ written notice.
1.8 Data subjects’ rights: Company shall provide reasonable assistance to the End User (at the End User’s expense) to enable the End User to respond to any request from a data subject to exercise any of its rights under Data Protection Law (including its rights of access, correction, objection, erasure, and data portability, as applicable).
1.9 Data Protection Impact Assessment: If the End User reasonably believes that Company’ processing of the Data will result in a high risk to the data protection rights and freedoms of data subjects, it shall promptly inform Company and Company shall, if requested by the End User, provide the End User with reasonable information to enable the End User to conduct a data protection impact assessment (taking into account the nature of the processing and the information available to Company).
1.10 Security incidents: Upon becoming aware of a confirmed Security Incident, Company shall inform the End User without undue delay and shall provide all such timely information and cooperation as the End User may reasonably require in order for the End User to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Data Protection Law. Company shall further take such measures and actions as it considers necessary to remedy or mitigate the effects of the Security Incident and shall keep the End User informed in connection with the Security Incident.
1.11 Deletion of Data: Company will effectively destroy all relevant Data along with any medium or document containing said Data within 14 days from receiving a written request from End User. Upon termination or expiry of this Agreement, Company will effectively destroy all Data within the time periods stated in the Licence Entitlements and Restrictions for the relevant version of the Software. The company shall send the End User written confirmation thereof on written request.
1.12 Return of Data: Company provides End User with access to its Data in industry standard formats, including CSV, XML, and JSON via REST API. End User may use the Company APIs to export its Data from the Software at any time.
1.13 Compliance Verification. If You are a business entity, You must: (a) maintain and use systems and procedures that allow You to accurately track Your use of the Software; (b) certify to Company in writing, at Company’s request, that Your use of Software fully complies with this EULA, indicating the number of Software licenses deployed at that time; and (c) cooperate fully and timely with Company and its auditors if Company notifies You that it will conduct an audit to confirm Your compliance with this EULA. Any such audit will be conducted during normal business hours. If the Company determines that You have over-deployed Software, You agree to immediately purchase licenses at the then-current list price to bring Your use into compliance. If you over-deploy Software by 5% or more, then you agree to pay the total cost of the audit, in addition to any other liabilities you may have.
1.14 Consent to Monitor: When you are using the Service, the Service may monitor your hardware random access memory (RAM) for unauthorized third-party programs that interact with the Service. In the event that the Service detects such an unauthorized third party program, information may be communicated back to Company, including the name of your Account, your internet protocol (IP) address, details about the unauthorized third party program detected, and the time and date that the unauthorized third party program was detected, along with the hardware specifications and performance characteristics of Your hardware, with or without additional notice to You. If the Service detects the use of an unauthorized third-party program, this License and Your access to the Service may be terminated with or without additional notice to You.
1.15 However, please note that the Company is not responsible for and does not endorse the opinions, advice, and/or recommendations displayed or sent by You in the Service, including in chats. Such communications are the sole responsibility of the user in question.
