DESCRIPTION OF THE SERVICE

Office24by7 uses a variety of automated and machine-learning methods to analyze information you authorized the Service to access (Content) in your mobile device, email accounts, and in other online, cloud or mobile services (Authorized Sources). This means that we will have access to, and will analyze, among other things, your full emails and other materials for purposes of helping identify additional contacts and optimizing your communications with those contacts. All analysis will be conducted consistent with our Privacy Policy, which you should review carefully. Further, until you instruct the Service otherwise, the Service will continuously update your Content from the Authorized Sources. We will process your Content and post the information in your designated customer relationship management (CRM) application.

USER ACCOUNTS

You may be required to create an account and specify a password in order to use certain services or features on the Sites. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. Don’t try to impersonate anyone else when you create User account. If your information changes at any time, please update your account to reflect those changes.

In some cases, an account may be assigned to you by an administrator, such as your employer. If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the Sites. Moreover, your administrator may be able to access or disable your account without our involvement.

You agree not to access the Service by any means other than through the interface that is provided by Officer24by7 for use in accessing the Service. You may not share your account with anyone else. Please keep your password confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify your system administrator.

ADDITIONAL FEATURES

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from your Office24by7 account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from your Office24by7account.

ACCESS & RESTRICTIONS

Subject to your compliance with all the terms and services, including any payment obligations, you may access and use the Service only for its intended purpose during the term of your subscription for the Service.

You agree not to access the Service by any means other than through the interface that is provided by Office24by7 for use in accessing the Service. You may not share individual login credentials for the Service, and you will ensure that each user has separate login credentials. You must provide true, accurate, and correct information at the time of registration and account creation, and thereafter. You may not misrepresent your affiliation with a person or entity.

You will not display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit (other than internal business use for its intended purpose) or make the Service available to any third party. You will comply with these terms of services, and any codes of conduct, policies or other notices Office24by7 provides you or publishes in connection with the Service.

You will only access and use the Service for lawful and authorized purposes, and in no event in connection with competitive research or for scoping, benchmarking, developing, or providing any similar or competitive product or service. In addition, you may not exceed the scope of your authorized use of the Service.

You will not use the Service to (or assist another person to) email or otherwise upload any content that (i) infringes or misappropriates any intellectual property or other proprietary or privacy rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, hateful racially, ethnically or otherwise objectionable; or (v) in the sole judgment of Office24by7, which may expose Office24by7 or its users to any harm or liability of any type.

You may not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

You will not harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.

You may not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

ADDITIONAL FEATURES

You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, publish, provide or otherwise link, transmit or store in connection with or relating to the Service (“Content”). While you retain ownership of Content, by posting your content on or through the Service, You hereby do and will grant Office24by7 a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform your content in connection with your use of the Service.

You understand that the operation of the Service, including your content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; (c) transmission to Office24by7 third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service and (d) transmission to certain Third-Party Services (as defined in below). Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your content. Office24by7 will have no liability to you for any unauthorized access or use of any of your content, or any corruption, deletion, destruction or loss of any of your content.

FEES AND PAYMENTS

  1. Plan Fee: Except with respect to any “free trial” of the Service, you will be required to select a product plan of Officer24by7 and make payment as per your convenient payment method. You agree to pay and hereby authorize Officer24by7 to bill your payment in advance on a periodic basis in accordance with the terms of the applicable product plan until you terminate your account in accordance with these terms of service. All charges are final, non-cancellable, and non-refundable, provided that if Office24by7 terminates your account on the Service without cause. All plan/price changes are solely at the discretion of Office24by7 and such changes will be notified to you for the applicability in the following billing cycle.
  2. Payment Methods: Subscription fees shall be payable through your credit card, or any other mode of payment accepted by us from time to time. Post receipt of your invoice, you are entitled for immediate payments. We acknowledge on the receipt of the payment made by you. You represent and warrant to Office24by7 that such information is true, complete, accurate, and up to date, and that you are authorized to use such payment mode. In case of any change in your credit card details or other payment account information, you are liable to update your account or inform us by sending an email at support@office24by7.com immediately.
  3. Renewals: The subscription term commences as per the agreed terms and is valid as per the agreement. The term of subscription will renew automatically at the end of the subscription for a further period of 1 year, unless (i) you send mail to us requesting non-renewal at least 15 days prior to the renewal date; or (ii) order form displays a different billing cycle. For all the new products and features added during the subscription term, automatically gets renewed with the subscription term, unless otherwise mentioned in the order form.
  4. Refunds: Unless otherwise stated herein above all charges are non-refundable. No refunds will be provided for any partial use or non-use of services; however, you will be eligible for remaining subscription term if you terminate your account as a result of breach of these terms of use.
  5. Late Payments/Non-payment of Subscription Charges: All charges must be received by us within the agreed period. Non-payment of charges within due date of your account will be notified to you. Non-receipt of payment may attract interest @12% per month or we may suspend your access to services until the payments are received against these charges.
  6. Upgrades and Downgrades: Service plan upgrading or downgrading will be at your discretion. You may understand that downgrading may cause loss of content, features, or capacity of the Service(s) as available previously. While in the process of upgradation or down gradation, any loss will not be liable by Office24by7 and the new Subscription Charges will immediately be applicable. New Subscription Charges for the subsiding month would be charged on pro-rata basis which will be automatically effected to the available mode of payment. In the event of down gradation request, down gradation will be applicable only after complete utilization of the current plan.
  7. Applicable Taxes: All fee are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. If you are subject to GST, all fee would be exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full, as if there were no deduction or withholding.

PROPRIETARY RIGHTS

Subject to the limited rights expressly granted herein, Office24by7 reserves all rights, title, and interest in and to the Site and Service, including all related intellectual property rights. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Service. No license or right to use any trademark or service mark of Office24by7 or any third party is granted to you in connection with the Service.

All comments, feedback, information, ideas, or materials that you submit through or in association with the Site or the Service shall be considered non-confidential. By submitting such comments, feedback, information, ideas, or materials to Office24by7: (i) you represent and warrant that Office24by7 use of your submission does not and will not breach any agreement, violate any law, or infringe any third party's rights; (ii) you represent and warrant that you have all rights to enter into this terms of service; (iii) you understand and agree that Office24by7 is free to use in any manner all or part of the content of any such communications on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (iv) you grant Office24by7 all necessary rights, including a waiver of all privacy and moral rights, to use all comments, feedback, information, or materials, in whole or in part, or as a derivative work, without any duty by Office24by7 to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of any comments, feedback, information, ideas, or materials.

CONFIDENTIALITY

  1. Definition of Confidential: As used herein, "Confidential Information "means, in the case of information disclosed by Us to You, the Developer Services; and in the case of information disclosed by You to Us, Your Data, and information regarding applications or other materials developed using the Developer Services to the extent disclosed to Us by the hosting of such applications or materials on our platform or to the extent disclosed to our Customer Support organization. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party (the “Disclosing Party”), (ii) was known to the receiving party (the “Receiving Party”) prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  2. Protection of Confidential Information: as otherwise permitted in writing by the Disclosing Party,(i)the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
  3. Compelled Disclosure: Receiving Party may disclose Confidential Information of the Disclosing Party if it’s compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

SECURITY

You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. You will promptly notify Office24by7 if you learn of a security breach related to the Service, including the compromise or loss of any of your login credentials.

Office24by7 reserves the right to access your account in order to respond to your requests for technical support or to ensure proper functioning of the Service. For the avoidance of doubt, Office24by7 has the right, but not the obligation, to monitor the Service, Content, or your Content. Office24by7 will do so if required by law or in the good faith belief that such action is protecting Office24by7, the Service, or other users of the Service.

Office24by7 will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your content, as described in the documentation for the Service.

TERM, RENEWAL, SUSPENSION AND TERMINATION

The term of service will be effective from the effective date and are binding between Office24by7 and you till the term of the order form unless terminated earlier in accordance to the terms mentioned thereof.

The subscription term commences as per the date set out in the order form and valid for a specific period agreed upon. The term of subscription will renew automatically at the end of the subscription for a further period of 1 year, unless (i) you send mail to us requesting non-renewal at least 15 days prior to the renewal date; or (ii) order from captures a different billing cycle. For all the new products and features added during the subscription term, automatically gets renewed with the subscription term, unless otherwise mentioned in the order form.

The consulting services term will be set out in the concerned Order Form. In case, you have procured consulting services that recur, they are considered as part of subscription and also gets renewed with the subscription term.

All the free services, if any made available, are provided for short trial period at the start of the subscription services. The free services may get suspended or terminated at any point of time without giving any notice.

All the accounts which are not renewed in accordance with these terms of service will be deactivated and permanently deactivated after a period of 30 days from the due date of renewal.

  1. No Termination without Cause: Neither party can terminate the Terms of Service, Order Form, or subscription term of consulting service without due cause or reason prior to the expiry of the term mentioned thereof. In case, if you wish to stop using the service prior to the end of term, you may do so but Office24by7 is not liable to refund part or any services fee paid already. You are liable to pay all the Service Fees payable for the remaining term, notwithstanding the billing cycle.
  2. Suspension of Services: In case any payment, or amount is due, as set out in the relevant subscription form, we may suspend your account after giving a notice 15 days prior to you.
  3. We may also suspend your account subjected to the following conditions, with immediate effect.

    1. If there is any unauthorized access
    2. Any Violation of user policy agreed to
    3. Uses of services in violation of concerned laws and regulation
    4. Your usage poses a risk to the other users

    If the suspension continues for a period of 15 days for same reason, we may proceed to terminate the relevant order form and subscription without offering any recourse to other remedies which are available under the applicable laws or terms of service.

  4. Termination for Cause: Each party can terminate the terms of Service or order to the following conditions:
    1. Upon a 30 days’ prior notice to the other party on the grounds of a breach, and the breach remain uncured at the expiration of such a period.
    2. If the other party become bankrupt, insolvent, or liquidated or any such a developments and the same has not been stayed by the competent court of law for 6 months.
Note: Unpaid trial use of the Service is subject to limitations, as may be described in our documentation.

CONSEQUENCES OF EXPIRY/TERMINATION

We will retain the data stored by you on the platform after the expiration of the subscription for a period of 30 days. On additional fee payment we can keep the data for longer and provide you a copy of the contacts and all. After 30 days, or the additional period you asked for with the due payment, we will permanently delete all the data. We are not liable for any such data deletion.

As per the Free Services, we do not entertain providing any data copies or keeping data on our platform for a prolonged time. On the expiry all such a data will be deleted from our platform. All other terms, which survive the termination otherwise, will survive the termination or expiry of the term of service.

All terms hereof, which by their nature survive termination (including but not limited to terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity and dispute resolution) shall survive the expiry or termination of these Terms of Service.

INDEMNIFICATION

You shall defend Us against any claim, demand, suit, or proceeding ("Claim") made or brought against Us by a third party alleging that Your Data, or applications or other materials developed by You using the Developer Services, infringe or misappropriate the intellectual property rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation do not arise from the Developer Services), and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense. The foregoing states your sole liability and our exclusive remedy for any type of Claim described in this.

LIMITATION OF LIABILITY

In no event shall our aggregate liability arising out of or related to this Agreement, Whether in Contract, Tort or Under any other theory of Liability, Exceed the total Amount paid by you hereunder or, with respect to any single incident, the the lesser of 5,00,000/- or the amount paid by you hereunder in the 12 months preceding the incident

EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES:

In no event shall we have any liability to you for any loss or profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Thefore going disclaimer shall not apply to the extent prohibited by applicable law

GENERAL PROVISIONS

FORCE MAJEURE

In case of any Force Majeure, each party will put reasonable efforts to mitigate the effect of such an event. Either of the party is not responsible for the delay in performance or failure if caused by the by Force Majeure, except in respect of payment obligations hereunder.

SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

RELATIONSHIP BETWEEN THE PARTIES

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

ASSIGNMENT

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms),without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, we shall refund to you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

WAIVER

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

NOTICE

The communication required or permitted related to the terms of Services shall be given one party by other party at the concerned party address set out in the below via hand or by register post with due acknowledgement. Notices are effective as and when received. However, certain notices pertaining to the services, like payment, and overuse may be sent by mail only to the address set out below.

For Customers in India

Name: office24by7, Plot No.102/11,103/10 & 104/9, 1st Floor Boss Towers, Patrika Nagar, Hitech City, Madhapur, Hyderabad - 500 081

Customer: Customer Name, Address and Email ID as per Order Form

GOVERNING LAW AND DISPUTE RESOLUTION

For Customers in India: The terms of Service construed in accordance to shall be governed by the laws of India. All the disputes related to the Terms of service or anything thee of shall be resolved by mutual discussions, failing which the same shall be submitted to arbitration and conciliation Act, 1996, and the rules famed by the High court of Andhra Pradesh. The place of arbitration shall be Hyderabad and the language of arbitration, English. Subject to the foregoing, the courts at Hyderabad, India shall have exclusive jurisdiction.

ENTIRE AGREEMENT

These Terms of Service including the Order Form, User Policy, Privacy Policy and additional forms, addendum or modifications agreed time to time put together constitute the entire agreement between the parties and supersedes all other agreements, proposals and representations oral or written, concerning the subject matter. Any other or different terms set out in purchase order or any future correspondent shall not be binding on us. Any changes or modification in the subscription service shall be notified to you in the office24by7 application used to access the services and by posting a revised copy on our website. Modification to the order form shall be agreeable to mutual parties.

ORDER OF PRECEDENCE

In the event of any conflict between these Terms of Service and the terms of an Order Form, the Order Form shall prevail solely with respect to the subject matter thereof.