Last modified: March 24, 2020
Please spare the time to read the following terms and conditions carefully.
These Terms of Service constitute a set forth the legally binding terms between you, whether personally or on behalf of an entity (“you”) and IoTReady Technology Solutions Pvt Ltd (“we,” “us”, “our” or “SaaS Provider”), concerning your use of the https://iotready.co/ website, as well as our SaaS services (collectively, the “Services”).
1. Acceptance of Terms
We may change/modify the terms and conditions of use from time to time, at our discretion, with or without prior intimation to You and such modification shall be effective upon its posting on our website. You agree to be bound by any modification when you continue to use our Services, or any part thereof, even after any such modification is posted on our website. It is therefore important that you review these Terms regularly.
We own and hold the relevant rights to the ContentReady Platform and will license the use of the Platform as a service to the Customer.
These Terms and Conditions set out the terms upon which the SaaS Provider has agreed to grant a license to the Customer to use the Services. These Terms and Conditions are binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with the use of Services (Effective Date).
2. User Representations
By using our Services, you represent and warrant to us that you:
- are of legal age to form a binding contract and are not a person barred from receiving services under any law in force in India or other applicable jurisdiction.
- have reviewed these Terms and Conditions and you understand them;
- agree to use the Services in accordance with this Agreement.
You also agree:
- To provide true, accurate, current and complete information about yourself while registering to avail the Services; and
- To maintain and promptly update Your registration data, if asked for, to keep it true, accurate, current and complete.
- If You provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of our Services (or any portion thereof) at any time.
- You may access our Services as available for your information and use. Any information and/or content that is provided to you through our Services may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the Our prior written consent.
- We reserve all rights not expressly granted in and to the Website and our Services.
- You will not use our Services for any illegal or unauthorized purpose;
- Your use of our Services will not violate any applicable law or regulation.
- The SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement during the Term.
- The Customer agrees the SaaS Provider owns the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer including any Customer configuration documentation.
- The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the SaaS Provider will provide the Customer with 30 Business Days’ notice and the Customer agrees that any material alteration is at the SaaS Provider’s discretion.
- The Parties agree that the SaaS Provider:
- does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
- is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
- The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal
4. Service License
- In consideration for payment of the Fees, the SaaS Provider will grant to the Customer a non-exclusive, non-transferable (unless agreed upon otherwise), revocable licence to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).
- The Customer agrees that the SaaS Licence:
- commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
- permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and
- permits the Customer to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into Customer’s services to its customers, as applicable.
5. License Restrictions
- The Customer agrees not to access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the SaaS Provider’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
- resell, assign, transfer, distribute or provide others with access to the SaaS Services;
- “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
- copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software (except as expressly permitted by the Copyright Act 1968 (Cth)); or
- alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
6. Customer Responsibilities and Obligations
- The Customer will provide all required materials as required by the SaaS Provider from time to time for the SaaS Provider to perform the Services.
- The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
- to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
- to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
- in any way that damages, interferes with or interrupts the supply of the Services.
- The Customer acknowledges and agrees that:
- it is responsible for all users using the Services including its Personnel and any Authorised Users;
- its use of the Services will be at its own risk;
- it is responsible for maintaining the security of its account and password (if any). The SaaS Provider cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;
- the SaaS Provider may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
- the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
- if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services, the Customer is entirely responsible for the content and any harm resulting from that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
- the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
- if the SaaS Provider wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to the SaaS Provider or make any such changes to the Customer Environment, that the SaaS Provider reasonably requires; and
- the SaaS Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.
7. Intellectual Property Rights
- Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the SaaS Provider to the Customer, or from the Customer to the SaaS Provider.
- We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
9. Termination or Suspension of Account or Services
- These Terms and Conditions of use, shall remain in full force and effect for so long as it is posted on any of our websites.
- The Customer may terminate this Agreement by giving the SaaS Provider at least 30 days prior written notice, unless specified otherwise.
- The SaaS Provider may terminate this Agreement by giving at least 30 Business Days’ notice to the Customer if the Customer:
- fails to comply with the Customer’s obligations as per the Terms and Conditions of Use.
- SaaS Provider, acting reasonably, is no longer able to provide You with access to the Services.
- Upon termination of this Agreement, the SaaS Provider will:
- immediately stop performing the Services;
- immediately stop placing orders for supplies or services required in connection with the performance of the Services; and
- promptly return to the Customer or destroy all property, including Confidential Information, Intellectual Property and Data in its possession that belongs to the Customer.
- Upon termination of this Agreement, the Customer will immediately:
- cease and desist from any use of the Services;
- return to the SaaS Provider all property, including Confidential Information and Intellectual Property, in its possession that belongs to the SaaS Provider;
- pay the Fees for all Services completed; and
- The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.
10. Representations and Warranties
- Each Party represents and warrants to each other Party:
- it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
- no Insolvency Event has occurred in respect of it;
- this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
- the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
- The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
- The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
11. Indemnity and Liability
- The Customer agrees to release, indemnify and keep indemnified SaaS Provider from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities or demands suffered or incurred by SaaS Provider to the extent arising out of or in connection with Your:
- Failure to comply with these Terms and Conditions
- Use of the Services
- Infringement of any Intellectual Property Rights, privacy or other rights of a third party
- You acknowledge, consent and agree that SaaS Provider may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:
- comply with legal process nationally or internationally;
- enforce these Terms;
- respond to your requests for service or complete your tasks;
- protect the rights, property or personal safety of SaaS Provider, its Users and the public; or
- Despite anything to the contrary, to the maximum extent permitted by the law:
- the SaaS Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, the total amount of Fees paid to SaaS Provider by the Customer; and
- the SaaS Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content,
- whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
- Despite anything to the contrary, to the maximum extent permitted by the law, the SaaS Provider will have no Liability arising from or in connection with any:
- failure or delay in providing the Services;
- breach of this Agreement; or
- misuse of the Services,
- where caused or contributed to by any:
- Force Majeure Event;
- a fault or defect in any item of the Customer Environment; or
- act or omission of the Customer or its Personnel.
- The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
- any and all unauthorised use of the SaaS Service;
- Authorised Users access or use of the Services;
- injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and
- damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.
12 Third Party
- The SaaS Provider uses third-party Service Providers to host the Services. The SaaS Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider.
The Customer understands and agrees the SaaS Provider may engage subcontractors to perform the Services on its behalf.
The Customer will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the SaaS Provider, during the Term of this Agreement
15. Waiver and Severability of Terms
The failure of SaaS Provider to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. If any provision of these terms and conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the Court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
16. Governing Law and Venue
These Terms are governed by the laws of India. Any matters arising under these terms shall be subject to the exclusive jurisdiction of courts located in Bangalore.