Terms and Conditions - ParishCloud

Terms & Conditions

By accepting this agreement through ordering that incorporates this agreement (the "software service license agreement"), you agree to follow and be bound by the terms and conditions of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this agreement and,in such event , "you" and "your" as used in this agreement shall refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this agreement, you may not use the services.
Software Service License Agreement
This Software Service License Agreement ("SSLA") is between Nesote Technologies Private Limited (hereinafter referred to as the "Developer"), and the individual or entity that has executed this Agreement (hereinafter referred to as the "You" or "Your"). This Agreement sets forth the terms and conditions that govern orders placed by You for Services under this Agreement. This Agreement is valid for the order which this Agreement accompanies and this Agreement shall be effective from the date of accepting the terms and conditions or execution hereof ("Effective Date").

Witnesses as follows

  • I. WHEREAS the Developer is engaged in the business of computer application development, cloud application development, cloud hosting, including technical consulting services, software development and maintenance.
  • II. WHEREAS the You intends to avail the services of the Developer in connection with the development and implementation of software to be used as a tool in Your business (the "Licensed Software").
  • III. WHEREAS the Developer (Licensor) owns the Licensed Software.
  • IV. WHEREAS Developer (Licensor) desires to convey and You (Licensee) desires to receive, certain limited rights in the said software pursuant to the terms and conditions contained in this SSLA.
NOW THEREFORE in consideration of the mutual covenants and promises herein set forth, the Developer and You hereby agree as follows:
Agreement Definitions

Domain Name : The term "Domain Name" shall mean that certain alphanumeric name by which a Website is known on the Internet, and accordingly for the purpose of this agreement the Domain Name shall be the one which is registered by the Developer or You for Your business.

Licensed Software : The term "Licensed Software" shall mean the software Parish Cloud for a period of time commencing on the Effective Date continuing until this Agreement is terminated or cancelled.

Initial License Amount : The term "Initial License Amount" shall mean an initial amount with applicable taxes (if required) towards the consideration to be paid by You to the Developer for Licensing the Licensed Software for first one year.

Annual Renewal Fee : The term "Annual Renewal Fee" shall mean the amount with applicable taxes (if required) to be paid for Licensing the Licensed Software for every year which is subject to an upward revision at the rate of 5% every year.

Website : The term "Website" shall mean a set of related web pages served from a single web domain which is available in the Domain Name using the Licensed Software.

Effective Date : Date of accepting the terms and conditions of the Software Service License Agreement.

Domain Name Registration

1. Both the Developer and You agree to use the Developer's Licensed Software for Your Website in the Domain Name, which (the Domain Name) represents the Your Business/Activity/Organization/Community.

2. You do hereby accord its authorization and approval to the Developer to register the Domain Name on behalf of You. The Developer does hereby agree to register the Domain Name for You if it is not already registered but available for registration at a cost not exceeding $20. If the Domain Name is not available for an open registration, or listed as a premium domain, You shall suggest another name for the domain which You may register Yourself or authorize the Developer to register it, and the Developer under his full discretion, shall register the domain if the cost of registration doesn't exceed $20. Thus the definition "Domain Name" shall stand modified accordingly with the new name.

3. If the Domain Name is registered by You, or You register the Domain Name before the Developer registers it, You have to configure certain parameters for the Domain Name (usually name servers) as the Developer may require to load the Licensed Software from Developer's hosting environment.

Website Hosting

4. The Licensed Software shall be hosted by the Developer under the Domain Name to form a Website for You. For security reasons and considering the complex cloud structure, You shall not have access to the hosting space, files and database which are maintained by the Developer.

Website Contents, Images and Data

5. You shall be solely responsible for the entire contents of the Website. You have to ensure that the content(s), image(s) and data used in the Website are legal and it shall not infringe any intellectual property rights including Copyrights. The Developer shall not be responsible for any data, item displayed, advertised or sold in the Website.

6. You shall not publish, promote and/or use the Domain Name, Licensed Software or Website in or in connection with anything related to any kind of illegal drugs, pornographic related material(s)/content(s), services related thereto which is against the security of the Nation or anything that is deemed to be illegal or opposed to public policy or that is banned from being sold/published/advertised/linked. If the Developer finds that You had engaged or is engaging or attempts to engage in any of these activities then the license shall be cancelled immediately without any notice.

7. You understand and accept that without prejudice to the rights of the Developer on the software, the Developer shall not be responsible for any kind of liabilities including but not limited to financial or non financial or legal issues caused by virtue of the usage or anything in connection with the Domain Name, Licensed Software or any kind of content(s)/image(s) in the Website. You alone shall be solely responsible for that.

Software License and Rights

8. The Licensed Software shall be given Licensed under the Domain Name in the Website for a period of one (1) year, with an Initial License Amount, for upto 5 GB/month data transfer bandwidth.

9. The license of the Licensed Software shall be renewed for a period of one (1) year with an Annual Renewal Fee, for upto 5GB/month data transfer bandwidth. You agree that You shall pay this amount annually before the expiry of ongoing license period. The parties do agree and confirm that the maximum increase in the Annual Renewal Fee shall be 5% and in the event of no increase in Annual Renewal Fee for a year, then the renewal fee for the year following shall be 10% and so on.

10. If the data transfer bandwidth exceeds the limit specified in the above clause, You shall upgrade to a higher plan or pay for the extra bandwidth use, as guided by the Developer. For anything related to data transfer bandwidth, the details/data/information furnished by the Developer shall be final and binding on both the parties.

11. In case, any of the parties (Developer or You) decides to cancel/stop the license, the same shall be officially communicated to the other party one month in advance by way of writing or email. You understand that during the said one month You shall take the backup data from the admin area which shall not be available after the expiry of the said period.

12. Upon cancellation of the license, the Developer shall in its sole discretion remove the Licensed Software from the Website. You will not have any use rights on the Licensed Software thereafter.

13. In case, You do not inform about the cancellation of the license 30 days prior to the expiry of the License, by sending of proper notice, it shall be presumed as the consent of You for continuity of the License. You acknowledge that in such a case You shall be responsible to pay the Annual Renewal Fee to the Developer.

14. You agree to pay all amounts including Annual Renewal Fee and applicable taxes, if any, on or before the due dates and You further agree that, in the event Annual Renewal Fee is not paid within the due date, the Developer shall be entitled to permanently cancel the license in its sole discretion and initiate proceeding for its recovery.

15. The Developer reserves all rights on the Licensed Software. You understand and agree that You shall have no right on the Licensed Software other than an yearly usage license (in the Website) the Developer gives to You under the terms of this agreement, which shall stand automatically revoked from You, if the License is cancelled. You further understands that the Developer shall have all the right in rem including right to sell this software to other parties.

Help and Support

16. You may approach the Developer’s support team for reasonable queries. The Developer shall spend upto a maximum of 20 hours for You in a year on a maximum of 5 occasions put together. Any support after this shall be chargeable and You shall be responsible to pay for the support provided. Works like logo creation, data integration, software modification etc. shall not constitute as a part of the support activities. You hereby acknowledge that the support provided pursuant to this clause shall be restricted to clarifying any queries/doubts You may have about the features and functions of the Licensed Software.

Software Customization

17. If You want any modification in the software from its default form, You may request to carry out such modifications on a chargeable basis. The Developer may, in its sole discretion, decide to do such customization activities.

Limited Warranty

18. The Developer provides warranty to the software from major bugs and agrees to clear all major bugs related to the core functioning of the software. In case any bugs occur the Developer at its sole discretion would clear the bugs free of cost.

19. The Developer shall not be responsible for any kind of data loss caused due to unauthorized web/admin access or accidental deletion/edit. You understand that You shall be required to ensure sufficient access control in such a manner that the data are secured in all respects by creating valid security policy. The licensee should undertake adequate access control, data security measures to safeguard the data and to prevent unauthorized access and accidental deletion/edit of the content(s)/data.

20. The Developer accepts to take all reasonable efforts to maintain Your Website live, reduce Website down time, secure the server data, prevent any unauthorized access, hacking attempts to the server or database. If the Domain Name is registered by the Developer, the Developer shall take all reasonable efforts to renew the Domain Name on time and to prevent unauthorized Domain Name transfer and unauthorized Domain Name deletion. However, in cases of unforeseen issues which adversely affect the Domain Name and/or Website, or anything related to that, which is beyond the Developer’s reasonable care, the Developer shall not be responsible for that.

Software Upgrades

21. The Developer may release an updated version or a new edition of the Licensed Software which is different from the current Licensed Software version/edition You use. If the new version/edition comes with a modified/different licensing plan and fee, and if You choose to upgrade to the new version/edition then You shall be required to follow the new license plan. If You decide to continue using Your current version and edition, there shall not be any change in the license scheme. The software upgrade may also be followed by an upgradation fee as maybe decided by the Developer.

Refund

22. You understands that You shall not be eligible for refund of fee (Initial License Amount, Annual Renewal Fee, Customization charges or anything in connection with the Domain You paid to the Developer) under any circumstances including cancellation of service within the license period.

Breach of Contract and Remedies

23. Any dispute arising under this SSLA will be subject to binding arbitration by a single Arbitrator, in accordance with the provisions of arbitration and conciliation act, without the prejudice to the right of the Developer to refer the matter to a court of competent jurisdiction if it so desires. In the event parties decide to proceed with arbitration, the arbitration shall be held in Kottayam District, Kerala State, India.

24. Developer's total liability under this SSLA in respect of any matter governed by this agreement or anything related to the Domain Name, Licensed Software or Website shall be limited to the actual amount of loss, if any, incurred by You or the last paid Annual Renewal Fee (the Initial License Amount if no Annual Renewal Fee is paid) whichever is less.

Severability

25. If any term of this SSLA is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining portions of this SSLA shall remain in full force and effect.

Force Majeure

26. Neither party shall be held responsible for any delay or failure in performance of any part of this SSLA to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

Amendments

27. This Agreement may not be amended except by written instrument signed by the parties. No waiver of any term or provision or any breach or default of any part of this Agreement shall be valid unless in writing and signed by the party against which such waiver is sought to be enforced, and no such waiver will be deemed a waiver of any other term or provision thereof, or of any subsequent breach thereof, or of any default there under of the same or similar nature.

Validity

28. This Agreement shall be valid for the period from the Effective Date to the date of cancellation as maybe mutually decided between the Developer and You.

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