These Terms of Service (“Terms”) describe your rights and responsibilities. These Terms are between Abhinow Technologies and you, the end-user of our Cloud Products. “You” means the organization you represent or you as an individual, in accepting these Terms.
Accepting Terms on behalf of your employer, you represent and warrant that:
- you have read and understand these Terms
- you have full legal authority to bind your employer or organization to these Terms
- you agree to these Terms on behalf of the organization that you represent
Please do not “agree” to these Terms if you don’t have the legal authority to bind your employer
Signup using an email address from your employer, you represent and warrant that:
- you will be deemed to represent your employer
- accepting Terms will bind your employer or that organization to these terms
- the word “you” in these terms will refer to your employer or that organization
If you have been added or invited to a cloud product, the product administer can:
- add or remove you from the product and managing permissions
- enable or disable third-party integrations
- may retain, access, use, modify, share, or remove any content you upload
You are responsible for all actions performed on your account, including use of third party products or services in connection with the cloud product. These Terms do not have to be signed in order to be binding and are effective since the product installation or creating an account or accessing our Products, whichever is earlier.
1. Terms of coverage
2. Product Administration
2.1. Administrator: You may specify an end-user as an administrator to control User accounts such as creating, monitoring, modifying or removing the Users, setting up permissions, managing access to your data through end-users. Administrators may also control the accounts previously registered using an email address belonging to your domain. You agree that we are not responsible for the internal management or administration of the Cloud Products and you are solely responsible for all actions.
2.2. End User Consent: You will provide all required disclosures, obtain and maintain all required consents from End Users. You will provide evidence of such consents upon our request.
2.3. End Users Responsibility: Cloud Products may have multiple onboarding options, such as administrator adding the users or users sign-up for individual accounts or by invitation from other users. You are responsible for understanding the settings and controls of the End User. You may designate different user types such as account administrator, data editor or viewer or commentator and product functionality varies according to the type of End User. You are responsible for compliance with these Terms by all End Users. You are also responsible for all your End Users activities including Data usage.
2.4. Credentials: End Users must keep their user IDs and passwords confidential and should not share with any unauthorized person. You are responsible for any actions taken using your User Accounts and passwords, and you agree to notify us immediately of any unauthorized use that you are aware of.
2.5. User’s Age: The Cloud Products should not be used by anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.
3.1. Access: You may access and use Cloud Products for your own business purposes or personal use in accordance with these Terms.
3.2. Support: We will provide the basic support for our unpaid Cloud Products
- You cannot use our Cloud Products to benefit any third party; distribute, sell, transfer or provide access to the Cloud Products to a third party; or incorporate Cloud Products into a product or service you provide to a third party
- You do not reproduce, modify or create derivative works of the Cloud Products; reverse engineer, decompile, translate, obtain source code and underlying ideas, algorithms, file formats or non-public APIs to any Cloud Products
- You cannot use Cloud Products for competitive analysis or to build any competitive products and do not publicly disseminate information regarding the performance of the Cloud Products
4. Data Security and Privacy
4.1. Security: We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure.
4.3. Improvements: We may collect and use analytics based on how you use our Cloud products to understand the usage to improve the Cloud Products.
4.4. Legal: We may disclose your Data to the extent required by law or courts, but we will try to notify you
5. Your Data
5.1. Data usage: You retain all the Data submitted to the Cloud Products. Subject to these Terms, you grant us a global license to access, use, process, copy, distribute, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a Cloud Product constitutes a modification or derivative works. We may also access your accounts, user accounts, and your Cloud Products in order to respond to your support requests.
5.2. Data Compliance: We assume no responsibility or liability for Your Data, and you are solely responsible for the consequences of submitting and using it with the Cloud Products. You must comply with these Terms, and you will not violate any Laws, any third-party intellectual property, privacy, publicity or other rights, any of your or third-party policies or terms governing Your Data. You represent and warrant that you have all necessary rights, releases and permissions to submit all Your Data to the Cloud Products
5.3. Personal Sensitive Data:Do not submit any Sensitive data unless it supports a feature of the applicable Cloud Product. We have no liability for Personal Sensitive data submitted in violation under these Terms.
5.4. Your Indemnity: You will defend us, indemnify and hold us harmless from and against any claims, costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs, resulting from any claim arising from or related to any claims or disputes brought by your End Users arising out of their use of Cloud Products. This indemnification obligation is subject to you receiving a prompt written notice of such claim with rights to control and direct the investigation, defense or settlement of such claim and necessary cooperation by us at your expense.
5.5. Removals and Suspension: We have no obligation to monitor any content uploaded to the Cloud Products. If we deem such action is necessary based on your violation of these Terms, including Our Policies, we may remove Your Data from the Cloud Products or suspend your access to the Cloud Products. We will use reasonable efforts to provide advance notice of removals or suspensions, but if we determine your actions endanger the operation of our Cloud Products or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing Your Data from or suspending your access to any Cloud Products.
6. Using third-party products along with our Cloud Products
6.1. Third-Party Products: You may choose to use other third party products or services in connection with the Cloud Products. Your use of third party products or services is subject to an agreement between you and the third party provider. If you use third party products or services along with Cloud Products, we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the Cloud Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider.
We have no liability and responsibility for any third party products or services such as support, availability, security or for the acts or omissions of any third party providers or vendors.
6.2. Marketplace Apps. We may add a variety of Apps that may be used with Cloud Products, including Third Party Apps. Third Party Apps are not Our Products and they are subjected to their own Terms.
7. Software assets
Access to any of our APIs, SDKs or other software assets should not be used for reproduction unless authorized by us in writing.
8. Additional Services
8.1. Additional Services: Subject to these Terms, you may purchase Additional Services subjected to additional policies and terms as specified by us
8.2. Our Deliverables: We retain all rights to Our Deliverables. You may use any of Our Deliverables provided to you in connection with the Cloud Products, subject to the same usage rights and restrictions as for the Cloud Products.
8.3. Your Materials: You represent and warrant that you have all rights to grant us the necessary access on Your Materials to provide you the Additional Services. Our Services may be delayed until you provide us access to Your Materials on a timely basis. We hold the ownership of Cloud Products, Our Deliverables or any of Our Technology and You retain ownership on Your Materials. We use Your Materials solely for the purposes of performing Additional Services.
8.4. Training: We may offer training on an individual need basis and will be covered in a separate agreement between the parties.
9. Billing, and payment
9.1. Billing Plans: Except for No-Charge Products, all Cloud Products are offered either on a monthly or on an annual subscription basis.
9.2. Renewals: Your subscription will automatically renew for another Term of a period equal to your initial Subscription Term, unless canceled prior to expiration of the current Term by providing non-renewal notice through account settings or by contacting our support team. Renewals are subject to the applicable Cloud Product continuing to be offered and will be charged at the then-current rates.
9.3 Cancellation: We will not will not refund any amounts already charged and stop charging for the next billing cycle after cancellation.
9.4. Adding Users: You may add users, or increase use of Cloud Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
9.5. Payment: You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. You will reimburse us for any Additional Services not specified in your Order, that includes pre-approved travel, accommodation and meal expenses, as incurred. All amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
9.6. Delivery: We deliver login instructions electronically once we receive applicable fees. You are responsible to determine that we have received payment and that your Order has been processed.
10. Termination policy
We are committed to our customer satisfaction. You may terminate subscription for no reason by providing a notice within thirty (30) days from the date of your initial Order to receive a refund amount under such Order. This termination and refund applies only to your initial Order and does not apply to Additional Services. We may change this policy in the future.
11. Taxes, and Duties
11.1. Taxes: Your fees exclude any taxes or duties payable in the jurisdiction where the payment is either made or received. You must pay us the amount of such taxes or duties in addition to any fees owed under these Terms.
11.2. Tax Withholding: You will pay all fees net of any applicable withholding taxes. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
12. Purchases through Reseller
There is no option available to purchase our products through Resellers.
Payment obligations for any products or services are not contingent on the purchase or use of any of our other products. You agree that your purchases are not contingent on the delivery of any features or functionality announced for future through oral or written comments.
14. No-Charge Products
We may offer Cloud Products at no charge, including free accounts, trial or Beta Versions. We may modify or terminate your access at any time and for any reason in our sole discretion, without liability to you. You understand that pre-release and “Beta Versions” are under development. These may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Cloud Products. We make no promises that any Beta Versions will ever be made generally available. We have no obligation or liability including any Support, warranty and indemnity obligations. Our maximum aggregate liability to you for no-charge products will be USD100.
15. Intellectual property
We retain all rights including intellectual property, in and to Our Technology. Cloud Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. From time to time, you may submit Feedback to us. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. We may use, copy, disclose, license, distribute and exploit your Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
You agree that our Technology and any information relating to the Cloud Products such as all code, inventions, know-how and business, technical and financial information will be deemed our Confidential Information and You will not use such Information for any purpose and will not disclose to any third parties. We may disclose Confidential Information to employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations and remain responsible for compliance by them.
Confidentiality obligations will not apply to you if the information has become public knowledge through no fault of you or is rightfully obtained by you from a third party without breach of any confidentiality obligation or is independently developed by you having no access to such information or was rightfully in your possession prior to the receipt of such Information.
We may disclose any of the Confidential Information collected from you if required to a regulation, law or court order.
17. Term and Termination
17.1. Term: These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
17.2. Termination for Cause: Either party may terminate these Terms and related Orders if the other party fails to cure any material breach of these Terms within thirty (30) days after notice or ceases operations without a successor or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding and not dismissed within sixty (60) days thereafter.
You will pay any unpaid fees covering the remainder of the Subscription Term or we will refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination.
17.3. Termination for Convenience: You may stop using the Cloud Products and terminate these Terms at any time for any reason upon written notice to us. Upon any such termination you will not be entitled to a refund of any pre-paid fees. If you have any pending payments for the then-current Subscription Term or service period, any such outstanding fees will become immediately due and payable.
17.4. Effects of Termination: Upon any expiration or termination of these Terms, you must cease using all Cloud Products and delete all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. Unless legally prohibited, we may delete all your data and you may not have access to Your Data after expiration or termination of these Terms, so you should export Your Data using the functionality of the Cloud Products during the applicable Subscription Term.
18.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
18.2. Our Warranties: We apply reasonable efforts to prevent introduction of viruses, or similar harmful materials into the Cloud Products, however, we are not responsible for any harmful materials submitted by you.
18.3. Warranty Remedy: We apply reasonable efforts to correct reported non-conformities at no charge to you. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term and we will refund any pre-paid fee for the terminated portion of the Term. This Warranty does not apply if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or by No-Charge Products. You must make a claim within thirty (30) days of first noticing the non-conformity.
18.4. Warranty Disclaimer:
- All cloud products, support and additional services are provided “as-is”.
- We disclaim any and all warranties including non-infringement, title, functionality implied or statutory.
- We do not warrant that use of cloud products will be uninterrupted or error-free, that we will review your data for accuracy or that we will preserve or maintain your data without loss.
- Use of the cloud products involves transmission of data over networks that we do not own, operate or control, and we are not responsible for any data loss, altered, intercepted or stored across such networks.
- We cannot guarantee that our security procedures are error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
- We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our control.
- You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
19. Limitation of Liability
19.1. Damages Waiver: Neither party nor its suppliers will have any liability arising out of or related to these terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
19.2. Liability Cap: Each party and its suppliers aggregate liability to the other arising out of these terms will not exceed the amount actually paid or payable by you to us under these terms in the twelve (12) months immediately preceding the claim.
19.3. Excluded Claims: Combining our Products with Open Source Software of third party code.
20. Publicity Rights
We may identify you as our customer in our promotional materials, however, we will stop doing so upon your written request sent to email@example.com
21. Changes to these Terms
We may modify the terms and conditions from time to time with notice to you or by posting the modified Terms on our website and will specify the effective date of the modifications.
21.1. No-Charge Products: You must accept the modifications to continue using the No-Charge Products or you must stop using these No-Charge Products.
21.2. Paid Subscriptions: Changes to these Terms will take effect from next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew. If the effective date of change is during the current Subscription Term and you object within thirty (30) days of these modifications, you may terminate your affected Orders. We will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.
21.3. Our Policies: We may modify Our Policies to take effect during the current Subscription Term in order to respond to changes in our products, our business, or Laws. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
22. Cloud Products Changes
We may make changes to the Cloud Products and update related documentation to provide improved customer experience. We may discontinue our on-line, subscription-based Cloud Products or any portion or features and Additional Services for any reason at any time without liability to you.
23. General Provisions
23.1. Notices: Any notice under these Terms must be given in writing. Your notices to us will be deemed given upon receipt at firstname.lastname@example.org. We may provide notice to your Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements. Any notice to you will be deemed given upon the first business day after we send it. You will provide
23.2. Force Majeure: Neither party will be liable to the other for any delay or failure to perform any obligation except payment of fees, if the delay or failure is due to the events beyond reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
23.3. Assignment: You may not assign or transfer these Terms without our prior written consent other than your successor due to a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any other attempts will be void.
23.4. Government End Users: Any United States federal, state, or local government customers’ use of Products, Documentation, and related services shall only be for a governmental purpose. Any private, personal, or non-governmental purposes shall result in the waiver of these Terms. We may identify the Government as a customer in our promotional materials. Government may request that we stop doing so by written request.
23.5. Entire Agreement: These Terms supersede all prior oral or written communications, proposals and representations. No Purchase order or any other business form will supersede or supplement these Terms, and any such document will be for administrative purposes only and will have no legal effect.
23.6. Interpretation: As used herein, “including” means “including without limitation”. Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
- Additional Services: Any Other services related to our Cloud Products
- Administrator: Person designated to administer the Cloud Products to End Users
- Affiliate: An entity directly or indirectly controlled (power to direct the management or affairs of an entity) by or is under common ownership (greater than 50% of the voting equity)
- Cloud Products: Our cloud-based solutions including any software we provide as part of the Cloud Products
- Documentation: Published documentation for the Cloud Products
- End-User: An individual permitted to use the Cloud Products
- End-User Account: An account established to enable the End User to use or access a Cloud Product
- Feedback: Comments, questions, ideas, suggestions, etc related to the Products, Support or Services
- Laws: All applicable local, state, federal, and international laws, regulations, and conventions, including data privacy, technical or personal data transfer, communications
- Notification Email Address: The email address used to register for a Cloud Product
- Deliverables: Any materials, derivative works we provide in connection with any Additional Services
- Our Technology: The Cloud Products including no charge Products, Our Deliverables, and all related or underlying technology
- Sensitive Personal Information: Patient, medical, or other protected health information; payment card data; personal information such as social security numbers, driver’s license numbers
- Subscription Term: Permitted subscription period for a Cloud Product, as outlined in the applicable Order.
- Support: Support for the Cloud Products
- Training: Abhinow provided training service
- Your Data: Any data, content, code, video, images, or other materials of any type that you submit to Cloud Products
Last update: September 01, 2020