Terms of Service governing the use of Innomaint CMMS
Terms of Service governing the use of Innomaint CMMS
Welcome to InnoMaint. The following points lay out systematically the terms subject to which Vijay Global Services(SMI Group of Companies) provides access to its Computerized Maintenance Management System(CMMS) service, namely Innomaint, both in the form of Software As A Service(SAAS) or a perpetual license. The terms set out will hold good for all the categories of CMMS indicated below:
- Facility Maintenance Software
- Field Service Management Software
- Asset Maintenance Software
“Quote” means a quotation document provided free of cost to you by InnoMaint in response to your quote request by providing necessary details.
“Pricing Agreement” denotes any agreement signed between You and InnoMaint (digital signatures may be used for the purpose) for the purchase of a subscription or set of subscriptions mentioned in https://demo.innomaint.com/pricing/. Such an agreement shall detail the pricing/billing breakdown and the frequency of billing.
“Subscription Fee” may denote the monthly, quarterly, annual or multi-year fees payable by You to InnoMaint for the right to receive access to the Service as specified in Pricing Agreement and/or Your Quote(s) and/or Order(s).
We grant licenses for Free Trial Versions of our software product. This trial version presents you a fully functional version of the application, with access to the common features. If you register for the free version of the Service made available by InnoMaint, you should refrain from sub-licensing and check the unauthorized use of the application by parties other than you and duly recognized staff of your organization.
Limitations of Trial version
You will not be entitled to receive technical support from InnoMaint once the duration of free license expires. Your use of the Free Service can be terminated at any time in InnoMaint’s sole discretion. Any data you enter into the application during the free service and any customizations you make to the application will not be available unless you purchase a paid subscription to the service. InnoMaint also reserves the right to limit few features in the trial version at any stage. Any data of the Client hosted on the InnoMaint server or software shall be deleted by InnoMaint (with a deletion confirmation sent to the Client) in case the Client does not continue after the Trial period.
Responsibility in case of violation
If you are using the services on behalf of any business firm or Institution you warrant and represent that you are given due authorization to accept these Terms on behalf of such firm or institution and in addition proclaim that such an institution agrees to be responsible to us in the event of your violation of these Terms.
Innomaint reserves the right to amend these terms at any time in its sole discretion and provide an intimation to the Client in this regard. We shall implicitly assume that your continued use of our services confirms your consent to agree with the updated terms. In case of any disagreement, you ought to discontinue or refrain from usage of the Services. On becoming aware of any false information provided by clients or their breach of the underlying terms, Vijay Global Services reserves the right to terminate the services immediately.
VERACITY OF INFORMATION
Customer agrees to provide Vijay Global Services with complete and accurate information, to the best of their knowledge and belief, while registering for our Services, and are expected to keep us posted of any updations on such information.
Only those who have completed 18 years of age are eligible to use our CMMS software suite. By using the Services, you represent and warrant that you:
- are 18 years of age or older;
- have not been previously suspended or removed from our Services whatsoever may be the reason;
- cannot create an account name that features a trademark without authorization from the trademark owner.
(d)express your willingness & obligation to abide by the terms of service put forth as under:
Vijay Global Services hereby grants to the Customer a non-exclusive, non-transferable right to use the maintenance management services strictly in accordance with the Permitted Usage during the period of subscription solely for the Customer’s internal business operations.
The rights provided under this Agreement shall not be considered granted to any subsidiary or holding company of the Customer. Only one subscription to the Services may be activated by any company, person or other entity. Duplicate subscriptions for any company, person or entity shall be considered a material breach of this Agreement, not capable of remedy.
Legal & Genuine Use
- The customer shouldn’t access, store, foist any Viruses, or any program with malicious intent throughout the period of subscription that modifies or negatively impacts the normal operation of the application. If you are suspicious of any viruses injected into the software product you should bring it to the immediate attention of the organization.
- The customer shall desist from posting any unlawful, harmful, abusive, intimidating, defamatory, obscene, infringing, harassing, sexually or racially or ethnically offensive written information in the form of images or text or video ;
- Vijay Global Services shall extend full cooperation with any courts, police department and other law enforcement authorities directing the organization to reveal the identity of any person or locate anyone posting any material in breach of the above said clause II. B and II. C and also provide such information to the law enforcement agencies as a statement of evidence.
- The Customer shall not:
- except to the degree explicitly permitted under this Agreement, make an effort to modify, duplicate, republish, frame, create entailing works from, download, display, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, transmit or distribute entire or an individual portion of the Services or Software product in any form or media or by any means; or
- attempt to hack the code, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
- access all or a selective portion of our Services with an intent to develop a product or service which competes with the Services of Innomaint.
- assist unauthorized third parties in obtaining access to the Services or Software Product of the organization.
- The Customer shall take all reasonable steps to prevent any unauthorized access to, or use of, the Services and/or the Product and, in the event of any such unauthorized access or use, promptly notify Innomaint.
- The Customer undertakes to ensure that all Users comply with this Agreement and acknowledge that Customer shall remain responsible and liable for the acts or omissions of all Users to the same extent as Customer.
- Responsibility for the security of any login credentials issued (including those of any Users) rests with Customer.Customer will provide Innomaint, at the time of registration, contact information for Customer’s system administrator, who is authorized to provide the information required to configure and manage InnoMaint (super admin).
- ALTERING PERMITTED USAGE Additional Capability
- The Customer may, from time to time during any Subscription Term, purchase additional Permitted Usage in excess of that initially purchased and Vijay Global Services shall grant access to the services corresponding to such additional capability in accordance with the provisions of this Agreement.
- If the Customer wishes to purchase additional capability(for eg:increase the count of users or equipments supported), the Customer may do so by means of contacting Vijay Global Services representative, or writing to us at firstname.lastname@example.org. In the event of such part way change in existing subscription plan, the resulting additional Subscription fees shall be pro-rated for the remainder of the Initial Subscription Term or then current renewal period(as applicable).
Reducing Existing Capability
- In the event that Customer wishes to reduce the capability of current plan(eg: reduce the count of equipments or users supported), the Customer may do so by means of contacting Vijay Global Services representative or writing to us at email@example.com. In the event of such part way change in existing subscription plan, the Customer must remove the previous references to those resources that he or she wishes to no longer be supported, in advance of the end of the Initial Subscription Term or then current Renewal Period (as applicable)from CMMS. The resulting decrease in subscription fee for the month of transition and the months to follow shall be applied and adjusted from the commencement of subsequent renewal period.
Please be informed that, downgrade from your current subscription plan (to a lower plan) will not be possible. However you are free to migrate to a higher plan at any point of time during the current subscription. In the event of such part way change in existing subscription plan, the resulting additional Subscription fees shall be pro-rated for the remainder of the Initial Subscription Term or then current renewal period (as applicable).
Vijay Global Services shall, during the Subscription Term, provide the services to the customer on and subject to the terms of this Agreement.
Vijay Global Services shall use commercially reasonable endeavors to make the Services available round the clock, all days a week, except for:
planned maintenance carried out; and
provided that Vijay Global Services has used reasonable endeavors to give the customer notice in advance.
Vijay Global Services will, as an integral part of the Services, provide the Customer with our standard annual customer support contract and Product Description manual during Normal Business Hours in accordance with the company’s Service Level Agreement Policy ,in effect, at the time of providing the services. The company may amend the Support Services Policy in its sole and absolute discretion from time to time.
Vijay Global Services may, at times, offer Customer certain complimentary services as free beta trials in order to gain a perception on the maturity and suitability of new feature or service for addition to the existing feature set. Customers agree that the organization has the sole authority and discretion to determine the period of time for testing and evaluation of these beta services and reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of them with or without prior notice to Customer.
Customer agrees that Vijay Global Services will not be liable to Customer 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. Once the beta trial period is over, we will notify the Customer who shall arrive at a decision on furtherance of the service. If customer opts for extension of service he shall incur additional payment for the service.
Suspension of Account
Vijay Global Services may suspend Customer’s account or any User account or temporarily disable access to whole or part of the Service in the event of any of the following:
any suspected illegal activity,
failure to activate account or verify email address within 3 days of registration or voluntary account closure by Customer.
requests from law enforcement or other government agencies to do so.
Rights of Customer & VGS
The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
The Customer hereby grants to Vijay Global Services a royalty-free, non-exclusive, irrevocable, right to gather and process State Information solely for the purposes of providing the Services, and warrants and undertakes that Customer has all necessary rights and permissions to authorize Vijay Global Services to do so.
The Customer acknowledges that Vijay Global Services will be using the Customer’s email address for the purposes of bringing to the Customer’s attention any aspects of the Services, or any other services, which Vijay Global Services considers may be of interest to the Customer.
Alteration of Service
InnoMaint may change or alter the services it currently offers at any time upon reasonable notice to you such as posting the changes on its website; email notification to the email address you provide while registering for our services; placing a message on Your invoice in writing etc. to bring the matter to Your attention.
From time to time, we may change the price of any Service or charge for use of services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
If You do not accept the change in the nature of service or new fee structure you need to terminate Your subscription(s) to the Service. Your continued access to and use of the Service after the change has come into effect implicitly means your acceptance of the change. In the case of your termination of subscription you will not be entitled to any refunds.
You may terminate all of your rights to use the Service by emailing InnoMaint at firstname.lastname@example.org with your termination request. Termination will occur once InnoMaint has disabled your ability to access and use the Service (which usually takes place within two business days of receipt of Your termination request).
Upon written request from you, InnoMaint will use commercially reasonable efforts to provide you with a copy of your Data in CSV format, provided that your access to the Service was not terminated pursuant to Section 10.3 and further provided that such request is made to InnoMaint within thirty days of such termination or expiration.
Software export: You acknowledge and agree that the Service and Customer
Service-Compatible Application(s) may be subject to export and import controls under the regulations of India, Canada, the United States and other countries, and you shall comply with all export and import control regulations of such countries. You shall not use the Service and/or any Customer Service-Compatible Application(s) for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons.
Customers brought in by Resellers
If you(InnoMaint customers who were acquired through reseller) have procured your subscription for the Service from one of our reseller partners, then the terms and conditions of the separate agreement entered into between You(InnoMaint customers who were acquired through reseller) and the reseller shall be binding on you and govern your rights to access and use the Service. The payment terms for your Service subscriptions and Professional Services might be as set forth in a separate agreement entered into between you and the concerned
reseller. InnoMaint shall not have any liability or responsibility to you or to anyone else for any software or services (other than the Service and Professional Services that are actually provided by InnoMaint) that are provided to you by such reseller.
Services at Your Facilities
InnoMaint may provide Professional Services at Your facilities or at InnoMaint’s facilities as set forth in the Pricing Agreement. If Professional Services are to be provided at your facilities, you shall provide InnoMaint with access to your facilities during normal business hours and at such other times as may be reasonably requested by InnoMaint to deliver timely performance of the Professional Services. You shall also provide InnoMaint personnel with working space and office support (such as telephone access, network connectivity and photocopying) while such personnel are discharging duties at your facilities.
Product Support for On-Premise
The Product Support will be provided by VGS up to 5 years from the date of subscription for On-Premise business model by using the technology through which we have been providing services to date.
Once you step into the sixth consecutive year, we will be able to provide the support only with the technology prevailing, by then, with nominal charges for up-gradation to continue the support.
In the event of VGS discontinuing from the business of providing maintenance management services(chances for it are very remote and meagre), we shall refund a certain percentage of the fee incurred on account of product license/AMC. The price towards Server setup, configuration & Data configuration training shall not be refundable, in any case. In such an event, you can go ahead using the application for your business without technical support or any AMC contract.
We hereby declare that there will be no sudden exit from the business and in case we bring down the curtain, we shall provide you a prior notice of no less than 90 days notice in advance. We shall provide you a CSV file containing all your maintenance business information and the day to day transaction data. We shall delete all those information permanently from our services within a short period.
However please be informed that, in any case, providing source code will not be possible. In case you wish to avail the services of a different service provider, you can use this data in CSV format. VGS does not hold any obligation of referring you to any maintenance management software service provider, as our commitment ceases from issuing refunds and handing over the business data to you.
THIRD PARTY PROVIDERS
OBLIGATIONS OF Vijay Global Services
Vijay Global Services undertakes that the services will be performed substantially in accordance with the Product manual and with reasonable skill and care, and that it has used all reasonable endeavors to ensure that the application is free from any malware or viruses.
The undertaking at clause VI. A shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the instructions given by Vijay Global Services or modification or alteration of the Services by any party other than us and our duly authorized contracts and agents. If the services do not conform to the undertaking in clause VI.A, Vijay Global Services will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the
Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause VI.A. Notwithstanding the foregoing, Vijay Global Services:
Does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Product Description and/or the information obtained by the Customer
through the Services will meet the Customer’s requirements; and
Shall not be held responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Product Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Customer acknowledges that the Service has not been developed to meet Customer’s individual requirements, and therefore the responsibility of ensuring the facilities and functions of the Services meet Customer’s requirements vests with the customer.
Customer goes further in acknowledging that it is impossible to test the Service well in advance in every possible operating platform and environment and it is impractical to deliver a Service which is 100% error free under all circumstances.
The Customer concedes that no data transmission over the Internet can be guaranteed to be perfectly secure. Vijay Global Services is not responsible for any fraudulent activity in the network communication system beyond the jurisdiction of Vijay Global Services. Customer is responsible for maintaining the security of their networks, servers, applications and Artifact Resources.
Nothing in this Agreement shall prevent Vijay Global Services from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.
OBLIGATIONS OF CUSTOMER
The Customer shall:
provide Vijay Global Services with all necessary co-operation in relation to this Agreement and all required access to such information as may be required by Vijay Global Services in order to deliver the Services.
comply with all applicable laws and regulations, which may be revised from time to time, with respect to its activities under this Agreement.
go about all other customer responsibilities detailed in this Agreement in a prompt and efficient manner. In the event of any delays in the Customer front on providing the prerequisite infrastructure, hardware etc, Vijay Global Services will agree to adjust by waiting for a reasonably necessary time;
ensure that the services and software product(s) of Vijay Global Services are strictly used in compliance with the terms and conditions of this Agreement.
obtain and shall maintain all necessary licenses, consents, and permissions necessary for Innomaint, its contractors and agents to perform their obligations under this Agreement.
ensure that the network and system specifications at the client premises satisfy the minimum requirements stated by Vijay Global Services from time to time.
be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Vijay Global Services data centers.
PURCHASE, CANCELLATION & REFUND POLICY
The customer owes payment of subscription fees to Innomaint for the access to and use of the services of the organization. The cost incurred towards the Permitted Usage in accordance with the details entered in Registration Form and further requests from customer for increased or reduced capabilities, as stated in clause III. B & III. C.
The Customer shall on the Effective Date provide to Innomaint valid, up-to-date and complete credit card details or approved purchase order information acceptable to Innomaint and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorizes Innomaint to bill such credit card:
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
Cancellation and Refund Policy
All amounts and fees stated or referred to in this Agreement or Pricing Agreement (separate document):
shall be payable in the currency specified on the Registration Form;
are non-cancellable and non-refundable;
are exclusive of any taxes that are applicable in your country. These taxes will be added to Innomaint invoice(s) at the appropriate rate. You are responsible for paying all applicable Taxes associated with your purchase or subscription . If InnoMaint has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you(Customer), unless you provide InnoMaint with a valid tax exemption certificate authorized by the appropriate taxing authority.
Revision of Subscription Fee
Innomaint shall be entitled to revise the Subscription Fees, or the fees payable in respect of the additional Permitted Usage purchased pursuant to clause III.B & C, at the start of each Renewal Period upon 30 days’ prior notice to the Customer and the Subscription Fees as stated in the notice shall come into force accordingly.
If we made any changes in Fee, it shall come into effect from the next subscription renewal. Changes to the fees will be communicated by being posted on InnoMaint website and will become effective at the time of posting, provided, however, any fee changes will not change your subscription fees applicable to your current Subscription Term. If you do not wish to pay the changed fees, then you will be left with the only option of not renewing your current subscription for the Service. Your renewal of Your subscription for the Service after a fee change has come into effect constitutes your acceptance of the fee change.
For paying accounts, the service is billed annually or monthly in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any subscription period. No refunds or credits will be provided in the event that the customer doesn’t utilize all its allocation of Artifacts Resources.
Irregularities in Payment
Innomaint reserves the right to suspend Customer’s access to the Service immediately if the latter fails to provide the organization with current valid credit card details that enable Innomaint to recover any outstanding fees and charges, in full. Innomaint will notify the customers on the invalid status of any credit cards by means of Settings, Email or Payment Screen, in advance. If the remittance of payment of outstanding fees and charges is delayed by 7 days beyond the due date for payment, customer’s account shall be rendered inactive and Innomaint will be entitled to suspend Customer’s access to the Services for up to 45 days, and/or terminate this Agreement without any liability.
Payment for On-Premise Model
In case of On-Premise or Perpetual License Model, it will be a one-time payment. The payment shall be inclusive of product license, server set up, data configuration & training. InnoMaint shall complete implementation (server set up, product license and configuration training) within a period of one month from the date of subscription. Thereafter, a warranty period of few months, comes into effect. During the warranty period you are entitled to free fixes for Server related issues (within the scope of InnoMaint and application bugs). Kindly note that any feature customization or additional online data configuration is chargeable during the warranty period. Once the warranty period ends, you are covered under the Annual Maintenance Contract. Services which were provided free of cost during the Warranty period will be chargeable now. For more details, please refer to the Pricing Proposal document.
We never save your credit or debit card details in innomaint server or centralized database. When the payment gateway integration is done, secured and reliable third party will handle the information only during the payment process.
As the application matures, we’ll implement auto-renewal, which saves you from the efforts for manual payment and eliminates the need to remember renewal dates. During automatic renewal, we will charge the card last used by you. We provide you the option of changing the card details if you wish from the application.
If you opt not to renew, inform us seven working days before the renewal date in writing. If you fail to do so, you will be presumed to have authorized Innomaint to charge the subscription fee to the Credit Card last used by you.
The Customer acknowledges and agrees that Innomaint and/or its licensors own all intellectual property rights in the Services and the Products. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Products.
Without limitation on the clause immediately above, all trademarks, logos and service marks (the Trade Marks) which appear on Services or products are registered by Innomaint and unregistered Trade Marks are licensed for use by Innomaint by the owners of those Trade Marks.
Other trademarks are proprietary marks and are registered to their respective owners.
Nothing contained in the Services should be construed as granting any license or right to use any trademarks displayed on the Service without written permission from Innomaint or such other trademark owner.
During your term with InnoMaint either as a trial customer or regular customer we may use your corporate name and logo on the InnoMaint website, presentations and other marketing collaterals created by InnoMaint for the purpose of identifying you as a customer of InnoMaint. You hereby express your consent for the purpose to InnoMaint and its Affiliate partners.
All special or festive offers announced by Innomaint only apply to the customers who enroll for the first time with us and not to existing subscribers. Moreover Innomaint deserves the full right to modify these offers or discontinue the same without any prior intimation. For the most recent updations on these offers potential customers need to call our customer support section and confirm the details.
TERM AND TERMINATION
This agreement shall, unless otherwise terminated as provided in this clause XII, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter this Agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a Renewal Period), unless:
either party notifies the other party of termination (in writing) before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this Agreement.
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the
whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in earlier clauses;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
On termination of this Agreement for any reason:
(a) all licenses granted under this Agreement, and the Customer’s right to use the Services, shall immediately cease
Customer will have no access to State Information derived from the Services;
each party shall return and make no further use of any equipment, property, Product and other items (and all copies of them) belonging to the other party;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Innomaint shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Innomaint or any other party), failure of a utility service or transport or telecommunications network, miraculous acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or in default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Each party (the Receiving Party) shall keep the other party’s (the Disclosing Party’s) confidential information secretive. In the case of Innomaint as the Disclosing Party, this includes all information (of any kind and in any format which comes to the knowledge, possession or control of customer in any way) relating to Innomaint business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or the manner in which the same was confided.
The Receiving Party shall not without the prior written consent of Disclosing Party use, disclose, copy or modify the Disclosing Party’s Confidential Information (or permit others to do so) other than as strictly necessary for it to be able to do what it is permitted and required to do under this Agreement and, where disclosure to its officers, employees, agents, professional advisers and contractors is necessary, Receiving Party shall ensure such persons are made aware of and agree in writing to observe these same obligations.
Confidential Information shall not include:
any information that was known to the Receiving Party before that information was revealed by the Disclosing Party; or
any information that is in or subsequently comes into the public domain (through no fault of the Receiving Party); or
any information that is received by the Receiving Party without restriction on disclosure or use from a third party lawfully entitled to make the disclosure to the Receiving Party without such restrictions; or
any information that is developed by any of the Receiving Party’s employees who have not had any access to, or use or knowledge of, that information imparted by the Disclosing Party; or
any information that the parties agree in writing is not confidential.
Each party may disclose any confidential information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
Customer hereby grants Innomaint a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub licensable right and license to use any comments, suggestions, proposals or recommendations (“Feedback”) made by or on behalf of Customer in respect of the Services, and any such Feedback shall not be considered the Customer’s Confidential Information.
Subject to clause above, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
This Agreement constitutes the entire and exclusive agreement between Innomaint and Customer with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. Purchase orders placed by Customer shall be for the sole purpose of specifying the Services that Customer wishes to purchase or has purchased.
Any other terms stated in any purchase order delivered to Innomaint by Customer shall have no effect.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
The Customer shall not, without the prior written consent of InnoMaint, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
InnoMaint may at any time with prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India.
The definitions and rules of interpretation in this clause apply in this Agreement.
Agreement: the agreement constituted by Customer’s acceptance on completing the acceptance of these Terms of Service, any additional service-specific terms, and the details of Customer’s subscription on the Registration Form.
Business Day: a Day other than a Saturday, Sunday or public holiday in India.
Customer Data: the data inputted by the Customer for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer: the corporate entity specified as the Customer on a Registration Form;
Effective Date: the start date of Customer’s Initial Subscription Term -i.e., the date of remittance of payment.
Initial Subscription Term: the initial term of this Agreement, which is usually either 1 month or 12 months, or 3 years based on the customer’s subscription plan.
Vijay Global Services: An I.T company registered in Madurai (www.vijayglobal.com)
Normal Business Hours: 10:00 to 18:00 ( IST time), each Business Day.
Permitted Usage: the use of the Services as specified with reference to the number of user, number of equipments on the Registration Form, as increased or decreased by the Customer in accordance with this Agreement.
Product Description: The document made available to the Customer by Innomaint online via https://www.innomaint.com or such other web address notified by Innomaint to the Customer from time to time which sets out a description of the Services and user instructions for the Services.
Registration Form: the online ordering for the Services sought by the Customer.
Renewal Period: the period described in clause XII.A
Subscription Fees: the subscription fees payable by the Customer to InnoMaint for the Permitted Usage, as set out in the Registration Form.
Subscription Term: has the meaning given in clause XII.A (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: Innomaint policy for providing support in relation to the Services as made available at https://www.innomaint.com or such other website address as may be notified to the Customer from time to time.
User: any person to whom Customer provides access to or otherwise make available the Service in whole or in part in any form.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by
re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
We may revise these Terms of Service and any charges applicable to the Services, at any time by updating this posting or (in the case of increases to the charges) notifying you by means of email. Please check this page time to time to review the current Terms of Services. Innomaint will notify customer of any changes as they occur, and they will be binding on Customer as from the start of the Subscription Term following the date of the change.