Last Updated: June 10, 2022
Effective on: June 24, 2022
Incluziv Cloud Terms of Service
ATTENTION: BY ACCESSING OR USING THE WEBSITE, THE SERVICES, AND THE PRODUCTS (AS DEFINED BELOW) PROVIDED BY Incluziv Cloud YOU HEREBY ACCEPT THESE TERMS OF SERVICE AND THE PRIVACY POLICY. THESE TERMS OF SERVICE CONTAIN A CLASS ACTIONS WAIVER GOVERNING DISPUTES ARISING FROM USE OF THE Incluziv Cloud WEBSITE, SERVICES, AND PRODUCTS, WHICH AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE WAIVER OF CLASS ACTION SECTION BELOW. THESE TERMS OF SERVICE DO NOT COVER PROMOTIONS Incluziv Cloud MAY CONDUCT, INCLUDING AUCTIONS, CONTESTS, AND SWEEPSTAKES.
1. Description of the Services; Acceptance of these Terms of Service.
1.1. These Terms of Service (these the “Agreement” or “Terms of Service”) are a legal agreement between you, an individual, either acting on your own behalf and in your own interests, or acting on behalf of a legal entity (“Customer”, “you”, “your”, or “user”), and Incluziv Cloud (“Incluziv Cloud”, “we”, “our”, or “us”), as specified in the “Contracting Party” section below, regarding your access to and use of the Website, the Services, and the Products.
1.2. Incluziv Cloud allows users to offer their product Recommended Retail Prices (RRP) or Maximum Retail Prices (MRP) to end consumers and other users in a secure and accessible virtual, cloud-based software environment created by Incluziv Cloud (the “Services”). Incluziv Cloud may offer for downloading from the Website or using through the Website certain products to be used in conjunction with the Services (the “Products”) only for the Service Plan users. The Products shall be licensed subject to the terms of the applicable end user license agreement.
1.3. By accessing and using this website (https://www.Incluziv.cloud/qr or https://h5.Incluziv.cloud or any other subdomain to incluziv.cloud) and all other Incluziv Cloud domains (the “Website”), using the Services, downloading or purchasing the Products, you agree to be bound by and to accept these Terms of Service and all terms and conditions contained and/or referenced herein or any additional terms and conditions set forth on the Website.
1.4. The terms of this Agreement may be updated by Incluziv Cloud from time to time without notice. In case of the major changes, you will be provided with advance notice of the changes through a prominent notice within the Service and/or by email communication as set forth in section 31. Contact information. Contracting Party. The amended Terms of Service will take effect upon the date mentioned above on the top of this page, unless otherwise provided in a notice to you. Please check these Terms of Service periodically for changes. Failure to provide or maintain accurate or current contact information by you will not obviate your responsibility to comply with these Terms of Service, as amended from time to time. If you do not agree to any changes to these Terms of Service, you must discontinue using any Incluziv Cloud Services and Products and no longer access the Website. Your continued use of the Website, the Services, and the Products indicates your agreement to the changes.
1.5. Incluziv Cloud reserves the right to make changes, terminate or restrict access to the Website, the Services, and the Products at any time without notice at its sole discretion.
2. Provision of Services. Users’ Obligations.
You agree to use the Website, the Services, and the Products only for your internal business purposes permitted by these Terms of Service as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Incluziv Cloud IS NOT RESPONSIBLE FOR ANY VIOLATION OF APPLICABLE LAWS, RULES, OR REGULATIONS COMMITTED BY YOU OR A THIRD PARTY AT YOUR BEHEST. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR USE OF THE WEBSITE, THE SERVICES, AND THE PRODUCTS DO NOT CONTRAVENE APPLICABLE LAWS, RULES, OR REGULATIONS. Specifically, you agree and warrant that in using the Website, the Services, and the Products, your actions do not contravene the laws, rules, or regulations of (1) the country, state, or locality where you reside, or (2) the country, state, or locality where Incluziv Cloud is located or operates. This includes complying with applicable export and import restrictions as well as other restrictions.
3. Use of the Services by you.
3.1. You agree not to access (or attempt to access) the Website, the Services, and the Products by any means other than through the means provided by Incluziv Cloud or its authorized partners. You agree not to access or attempt to access the Website, the Services, and the Products by way of automated means and that you will not engage in any activity that interferes with or the Website, the Services, and the Products.
3.2. Further, you agree: a. not to disrupt or interfere or otherwise cause harm to the Website, the Services, and the Products, or affiliated or linked sites; b. not to use or attempt to use another user’s User Account (as defined below), password, or system; and c. not to access or attempt to access the User Content (as defined below), which you are not authorized to access under these Terms of Service.
3.3. If anyone other than yourself accesses your User Account, they may perform any actions available to you, make changes to your User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.
4. User Account. Administrator.
4.1. Incluziv Cloud requires any user to create its own user account (the “User Account”) in order to use the Website, the Services, and the Products. In creating your User Account, you agree to submit accurate, current, and complete information about yourself and keep such information updated. Incluziv Cloud reserves the right to suspend or terminate any User Account which is reasonably suspected to contain untrue, inaccurate, not current or incomplete information. After you accept these Terms of Service and your User Account registration has been accepted by Incluziv Cloud, your User Account will be established.
4.2. User Account created and owned by Administrator is deemed to be the Administrator User Account. The Administrator is either a Customer or a user acting on behalf of a Customer, and having administrative privileges, which include, without limitation: (1) a right to accept notifications, terms and conditions on behalf of a Incluziv Cloud Customer, (2) a right to request and disable Additional functions for Incluziv Cloud Customer Account, (3) a right to delete users and their User Content and Personal Information, (4) a right to delete Administrator User Accounts, (5) a right to delete the Incluziv Cloud Customer Account (as defined below), (6) a right to grant users the status of the Administrator, with the granting of the privileges specified in this clause (if the corresponding functionality is available) (the “Administrator”).
4.3. The Service itself, including any Additional functions, all User Accounts, all Administrator User Accounts, uploaded User Content and Personal Information, and other related information, having specified domain name, are deemed to be “Incluziv Cloud Customer Account”.
4.4. Hereinafter, the Administrator User Account and User Account are collectively referred to as the “User Account”, unless otherwise noted. After you accept these Terms of Service your User Account will be established.
4.5. You shall choose a personal, non-transferable password. Incluziv Cloud may, from time to time, provide you with additional codes or passwords like OTP’s necessary to access and use certain other features or functions of the Website, the Services, and the Products. You may also access the Website, the Services, and the Products by logging in using an authorized third party social network account, such as a Facebook, Twitter, or another available social network account.
4.6. User Accounts may not be “shared” or used by more than one individual. You are solely responsible for any and all activities that occur under your User Account (including for any consequences of using or publishing User Content on or with respect to the Incluziv Cloud), whether or not such use was authorized by you. You agree and understand that you are responsible for maintaining the confidentiality of your User Account. Additionally, you may not use anyone else’s User Account at any time, without the permission of such account holder. Incluziv Cloud is not liable for any harm caused or related to the theft or misappropriation of your User Account and the User Content. However, you could be held liable for losses incurred by Incluziv Cloud or any third party due to misappropriation and use of your User Account. If you become aware of any unauthorized use of your User Account, please notify Incluziv Cloud immediately at the address provided in “Contracting Party” section below.
5. User Content.
5.1. You may upload data, information, material, and documents to be stored on the Incluziv Cloud Customer Account you are connected to (the “User Content”). Subject to these Terms of Service, your User Content may be used in any manner that has been authorized by you. You have no right to use User Content of other users in any way. You also acknowledge and agree that Incluziv Cloud has no liability of any kind should any person whom you have allowed to have access to your User Content modify, destroy, corrupt, copy, or distribute your User Content.
5.2. You are solely responsible for protecting the information on your computer or your other devices for example, by installing anti-virus software, updating your applications, password protecting your files, and preventing third party access to your computer. You understand that the User Content of other users might be corrupted from viruses, software malfunctions or other causes. You agree and understand that Incluziv Cloud is not responsible for any damage that any user may incur through the sharing and use of such corrupted User Content.
5.3. You own all rights in and to the User Content, including the full power to legally use, publish, transfer or license such User Content. You acknowledge that the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to possess, post, transmit or display in the country in which you or your end users reside.
5.4. Please refer to Section “Data Protection” to learn how Incluziv Cloud collects, uses, discloses, manages and stores users’ personally identifiable information (“Personal Information”). You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any Personal Information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto. Incluziv Cloud has no direct relationship with the end users of any of users whose Personal Information it processes. If you are the end user of any of users and would like to make any requests or queries regarding your Personal Information, please contact such users directly. For example, if you wish to access, correct, amend, or delete inaccurate information processed by Incluziv Cloud, please direct your query to the relevant user who controls such data. If requested to remove any end user Personal Information, we will respond to such request within thirty (30) days.
6. Customer Сare.
Incluziv Cloud provides support to the users in accordance with the procedures set forth in https://edesk.incluziv.cloud/EDESK/.
7. Fees and Payment.
7.1. All rights and privileges provided herein to you under these Terms of Service are subject to your payment of applicable fee, if any, to Incluziv Cloud. From time to time, Incluziv Cloud may change the prices for any Services or may elect to provide the Services that are currently available free of charge for a fee.
7.2. No Refunds. Customer pays Incluziv Cloud all fees associated with its Subscription Plan or use of the Services and the Products. Customer’s payments are not fully or partially refundable.
7.3. Payment for access to the Services and the Products shall be at prices as agreed upon between you and Incluziv Cloud. Incluziv Cloud offers multiple service plans for users with different fees and functionality features for each plan (the “Service Plan”) as specified in Pricing Section on the Website.
7.4. Upon expiration of a commercial subscription term, a 7-day period is provided, during which your Incluziv Cloud Customer Account remains active (the “Grace period”). If you purchased a new commercial subscription within the Grace period, a new subscription term starts at the moment when the previous one ends.
7.5. Upon expiration of a commercial subscription term, and if you require to proceed using your Incluziv Cloud Customer Account under cheaper Service Plan, and to avoid suspension of your Incluziv Cloud Customer Account in the manner prescribed by Section 21 of these Terms of Service, the Administrator must within the Grace period manually identify and delete all the User Content, incompatible with a cheaper Service Plan using the “Plan compatibility chart”, which is a tool that provides an Administrator with the ability to identify such type of User Content that cannot be transferred when switching to a Service Plan with less functionality and/or lower limits (the “cheaper Service Plan”).
7.6. Delivery of the Services and the Products, if any, shall be made at the moment of payment. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, unless stated otherwise. You are responsible for paying any such applicable tax. You acknowledge that the amount billed for the Service Plan may vary for reasons that include promotional offers, changes in the User Account, or changes in the amount of applicable sales tax/VAT/GST etc., and you authorize us to bill you for such varying amounts.
7.7. Payment for access to Third Party Materials (as defined in Section 9 of these Terms of Service) shall be made to third parties, if applicable, unless otherwise stated herein. You agree to use the Third Party Materials in accordance with these Terms of Service and subject to such third party’s terms of service.
7.8. You agree that if you purchase any subscription or other services for your User Account, Incluziv Cloud may enroll you in automatic renewal of your subscription by withdrawing funds from your payment method that you used to complete the purchase or enrollment order. You may turn off this option at any time through your User Account.
8. Term and Termination.
8.1. The term of these Terms of Service shall begin when you start using the Website, the Services, or the Products and shall continue in perpetuity so long as you continue to use the Website, the Services, or the Products, unless otherwise terminated by Incluziv Cloud or you by written notice.
Incluziv Cloud reserves the right to change, suspend or discontinue the Website, the Services, or the Products, or any part thereof (including any features or functions of the Services), or terminate these Terms of Service with you at any time, upon notice, and without any liability to Incluziv Cloud whatsoever. In such cases, Incluziv Cloud has no obligation to make any refunds as set forth in section 7.2.
8.2. If you want to terminate these Terms of Service, you may do so by notifying Incluziv Cloud at any time in writing at the address provided in “Contracting Party” section below. You are solely responsible for terminating your User Account. Upon termination of your User Account, Incluziv Cloud has a right, but not an obligation, to delete your User Content from the Website, the Services, and the Products.
8.3. Without prejudice to any other rights, these Terms of Service will terminate automatically (except for those provisions that shall survive) if you fail to comply with any of the limitations or other requirements described herein.
8.4. Upon termination, you must immediately cease using the Website, the Services, and the Products, including without limitation any use of the Incluziv Cloud’s Intellectual Property (as defined below).
9. Additional functions, Links to other websites and Third Party Materials.
9.1. Incluziv Cloud offers different additional functions which might be activated and deactivated by user, acting for the benefit of Administrator (“Additional functions”). Additional functions might be provided by Incluziv Cloud or third parties, for an extra fee or free of charge. Usage of some Additional functions might require updating of the Website and the Services. By using any of the Additional functions you acknowledge and agree to comply with the applicable rules and requirements (“Rules”) and any applicable law, regulation or generally accepted practices or guidelines within relevant jurisdictions. Rules applicable to Additional functions are integral parts of these Terms of Service and can asked for in writing by an email to our address.
9.2. Incluziv Cloud may also provide links to other websites and/or third party products and services, that are not under the control of Incluziv Cloud, including, but not limited, the Telephony, accounts model integration, services available through the Incluziv Cloud Marketplace, (as explained below, and together, “Third Party Materials”). Such links are provided only for the convenience of the users of the Website, the Services, or the Products, and the inclusion of any link to Third Party Materials does not imply endorsement by Incluziv Cloud of the content, products and/ or services of such Third Party Materials. Notwithstanding any provision to the contrary herein, nothing in these Terms of Service shall be construed as to grant you any rights or licenses with regard to such Third Party Materials or to entitle you to use such Third Party Materials.
Hereby you acknowledge and agree that any third party which provides any Additional functions or Third Party Materials may suspend or discontinue any their products and services on its own discretion at any time without notice, which will result in disabling of corresponding features. In any case Incluziv Cloud has no liability for such suspension or discontinuation.
9.3. Incluziv Cloud is not responsible in any way for the Third Party Materials.
9.4. Using the Website, the Services, and the Products does not give you ownership of any intellectual property rights to the images supplied through the Website, the Services, and the Products (the “Licensed Images”) you access. You may not use Licensed Images from the Website, the Services, and the Products unless you purchase licensing rights directly from its owner.
10. Language of the Terms of Service.
Where Incluziv Cloud has provided you with a translation of the English language version of these Terms of Service into another language, you agree that the translation is provided for your convenience only and that the English language version of these Terms of Service will govern your relationship with Incluziv Cloud.
11. Intellectual Property.
11.1. Copyright, trademark and all other proprietary rights in the Website, the Services, and the Products rest with Incluziv Cloud, its affiliates, and its licensors (if any) (the “Incluziv Cloud’s Intellectual Property”). Unless otherwise specifically provided herein or authorized by Incluziv Cloud in writing, all rights in the Website, the Services, and the Products not expressly granted herein are reserved. You agree not to copy, republish, frame, make available for download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse the Incluziv Cloud’s Intellectual Property or create derivative works based on the Incluziv Cloud’s Intellectual Property.
11.2. Incluziv Cloud disclaims any proprietary interests in the intellectual property rights other than the Incluziv Cloud’s Intellectual Property, including without limitation Third Party Materials, the Licensed Images (as defined below) and the User Content.
11.3. You know and agree that we will need to upload your content to our platform, including cloud services and CDN’s, to make display adjustments and perform any other technical actions required.
12. Warranties and Disclaimers.
12.1. THE WEBSITE, THE SERVICES, AND THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Incluziv Cloud HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE OPERATION OF THE WEBSITE, THE SERVICES, AND THE PRODUCTS. EXCEPT AS AGREED BY Incluziv Cloud IN WRITING, CONTRACTORS, AGENTS, DEALERS OR DISTRIBUTORS OF Incluziv Cloud OR ANY OTHER THIRD PARTY SHALL NOT HAVE A RIGHT TO MODIFY THIS LIMITED WARRANTY, NOR TO MAKE ANY ADDITIONAL WARRANTIES.
12.2. Incluziv Cloud DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THE WEBSITE, THE SERVICES, AND THE PRODUCTS. YOU ACKNOWLEDGE THAT ANY INFORMATION SENT MAY BE INTERCEPTED IN TRANSMISSION OR OTHERWISE. Incluziv Cloud DOES NOT WARRANT THAT THE WEBSITE, THE SERVICES, AND THE PRODUCTS OR ELECTRONIC COMMUNICATIONS SENT BY Incluziv Cloud ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS. THE USE OF THE WEBSITE, THE SERVICES, AND THE PRODUCTS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. Incluziv Cloud ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER IN CONNECTION WITH THE WEBSITE, THE SERVICES, AND THE PRODUCTS. NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Incluziv Cloud OR FROM THE WEBSITE, THE SERVICES, AND THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
12.3. Incluziv Cloud will use all commercially reasonable efforts to restrict access to your User Account and User Content to unauthorized persons. However, no password-protected system of data storage and retrieval can be made entirely impenetrable. You hereby acknowledge and accept that it is your responsibility to protect your password confidentiality and protect your User Content from unauthorized access, view, copy, and modification.
12.4. You understand and agree that the Website may contain references to the Services and the Products that may not be available in a particular country. Any such reference does not imply or warrant that any such Website, the Services, and the Products shall be available at any time in any particular country.
12.5. You understand and agree that by using the Website, the Services, and the Products, you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the Website, the Services, and the Products at your own risk.
12.6. IN NO EVENT Incluziv Cloud SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION), UNDER ANY THEORY OF LIABILITY, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES, AND THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, (I) THE USE OF, OR INABILITY TO USE THE WEBSITE, THE SERVICES, AND THE PRODUCTS FOR ANY REASON, WITHOUT NOTICE, (II) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE WEBSITE, THE SERVICES, OR THE PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, (IV) ANY INFORMATION THAT IS SENT OR RECEIVED, OR NOT SENT OR RECEIVED, (V) ANY FAILURE TO STORE DATA, ANY LOSS OF DATA, LOSS OR DAMAGE TO FILES, AND THE USER CONTENT AVAILABLE THROUGH THE WEBSITE, THE SERVICES, AND THE PRODUCTS THAT ARE DELAYED OR INTERRUPTED, EVEN IF Incluziv Cloud HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (VI) ANY NONPERFORMANCE, DELAY, ERROR, DATA LOSS OR OTHER LOSS CAUSED BY ANY EVENTS OR CONDITIONS THAT ARE BEYOND THE REASONABLE CONTROL OF Incluziv Cloud. YOU AGREE THAT NEITHER Incluziv Cloud NOR ITS THIRD PARTY PROVIDERS WILL BE LIABLE TO YOU IN ANY WAY FOR THE TERMINATION, SUSPENSION, INTERRUPTION, DELAY OF ANY OF THE WEBSITE, THE SERVICES, AND THE PRODUCTS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF Incluziv Cloud FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT OR IN TORT, AND REGARDLESS OF WHETHER Incluziv Cloud HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, CONTRACT, OR TORT, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO Incluziv Cloud IN THE TWO-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE AND WILL BE LIMITED TO A SUM EQUAL TO 10000 Indian rupees, WHICHEVER IS LESS. THIS LIMIT CAN NOT BE ENLARGED EVEN IF YOU HAVE MORE THAN ONE CLAIM.
12.7. Any action brought against Incluziv Cloud pertaining to or in connection with the Website, the Services, and the Products must be commenced and notified to Incluziv Cloud in writing within one (1) year after the date the cause for action arose.
12.8. Notwithstanding anything to the contrary in the foregoing, in no circumstances may Incluziv Cloud be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any user or any other party on and/or through the Website, the Services, and the Products, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Incluziv Cloud shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter. Incluziv Cloud does not recommend the use of the Website, the Services, and the Products for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.
13. Your Warranties.
13.1. You hereby warrant that: (i) all information provided by you to Incluziv Cloud in connection with the Website, the Services, and the Products is true, accurate, correct, and up to date; (ii) you have full power and authority to enter into these Terms of Service including when you acting on behalf of a legal entity; (iii) you are of legal age to form a binding contract with Incluziv Cloud; (iv) you will seek all necessary governmental approvals required to effectuate these Terms of Service; (v) you shall perform all of your obligations under these Terms of Service in accordance with applicable laws; and (vi) your editorial, text, graphic, audiovisual, and other content that is available to end users of the Website, the Services, and the Products and that is not provided by Incluziv Cloud do not (1) infringe any intellectual property rights of any third party, (2) constitute defamation, libel or obscenity, (3) result in any consumer fraud, product liability, breach of contract to which you are a party or cause injury to any third party, (4) promote violence or contain hate speech, (5) violate any applicable law, statute, ordinance, or regulations, or (6) contain adult content or promote illegal activities.
13.2. You hereby agree that you are responsible and assume any risks if by any reason the Website, the Services, and the Products made available breach national law of your country.
14. Export Control and Compliance with Laws.
14.1. You and Incluziv Cloud agree to comply with applicable export controls and sanctions laws and regulations, and all other laws, rules, and regulations applicable to the parties under this Terms of Service. You agree to notify Incluziv Cloud immediately, in case you become subject to any export control and sanctions regulations. Incluziv Cloud reserves the right to restrict access to the Website, the Services, and the Products at any time without notice in accordance with such laws and regulations.
15. Copyright Infringement.
15.1. It is Incluziv Cloud policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including,Indian Copyright Act and in the United States, the Digital Millennium Copyright Act). If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Incluziv Cloud Copyright Agent with the written information specified below. (Please note that this procedure is exclusively for notifying Incluziv Cloud that your copyrighted material has been infringed.)
a. An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest; b. A description of the copyrighted work that you claim has been infringed upon; c. A description of where the material that you claim is infringing is located on the Website; d. Your address, telephone number, and email address; e. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and f. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
15.2. Incluziv Cloud’s Copyright Agent for notice of claims of copyright infringement on the Website can be reached as follows: Sandeep Jha at sandeep@gnxtec.com.
15.3. In compliance with the Digital Copyright Act, Incluziv Cloud at its own discretion may terminate the User Accounts of those about whom Incluziv Cloud has received more than one takedown notification that resulted in the permanent removal of such User Content (the “Repeat Infringers”). You hereby acknowledge and agree that Incluziv Cloud expressly reserves the right to terminate the User Accounts if, in its sole discretion, Incluziv Cloud believes that the User Account infringers third party intellectual property rights, including the User Accounts of the Repeat Infringes.
16. Updates of the Website, the Services, and the Products.
16.1. You recognize and agree to the condition that the Website, the Services, and the Products may be updated and modified from time to time. These modifications may take the form of bug fixes, enhanced or reduced functions, new modules, changes in the user interface, conformity to new regulations, or other forms. Such updates and modifications can be made without advanced notice.
16.2. If you download the Products, it may automatically download and install subsequent updates for such Products. These updates are designed to improve, enhance and further develop the Products and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Incluziv Cloud to deliver these to you) as part of your use of the Website, the Services, and the Products.
17. Publicly-Edited Sections.
17.1. The Website may contain pages or sections which may be edited by and are visible for all visitors of the Website, including, but not limited to, forums, chats, guestbook and comments (“Publicly-Edited Sections”). Discretion should be used in entering Personal Information within Publicly-Edited Sections, as it may be viewed by third parties. Use of Personal Information contained in the Publicly-Edited Sections are subject to the Privacy Policy.
17.2. Incluziv Cloud reserves the right to modify and/or delete any message submitted to the Publicly-Edited Sections, at its sole discretion, at any time and for any reason, including, but not limited to, material which in Incluziv Cloud’ opinion: a. may constitute libel, defamation, invasion of privacy, or is obscene, pornographic, abusive, or threatening; b. may infringe any intellectual property or other right of any entity or person; c. may violate any applicable law or advocates illegal activity; d. advertises or otherwise solicits funds or is a solicitation for goods, services, advertisers or sponsors or otherwise engages in commercial activity; e. disrupts the normal flow of dialogue or otherwise acts in a way which affects the ability of other people to engage in real time activities via Website; f. includes programs which may contain viruses, worms, trojan horses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication; g. violates any policy or regulation established from time to time regarding use of the Website, the Services, and the Products or any networks connected to the Website; or h. contains links to other sites that contain the kind of content which falls within the descriptions set out in (a) to (g) above.
18. Unlawful or Prohibited Use.
18.1. You may not use the Website, the Services, and the Products for any purpose that is unlawful, prohibited by these Terms of Service, or in any way interferes or attempts to interfere with the proper working of the Website, the Services, and the Products. You may not use the Website, the Services, and the Products in any manner that could damage, disable, overburden, or impair the Website, the Services, and the Products, or that interferes with any third party’s use and enjoyment of the Website, the Services, and the Products. You agree that you:
a. will not use any third-party software that intercepts, “mines,” or otherwise collects information from or through the Website, the Services, and the Products; b. will not institute, assist, or become involved in an attack upon any Incluziv Cloud server or otherwise attempt to disrupt the Incluziv Cloud servers, which would be a violation of criminal and civil laws; and should such an attempt be made or assistance for such an attack be provided, Incluziv Cloud reserves the right to seek damages from any such user to the fullest extent permitted by law; c. will not submit, transmit or display any disparaging information about Incluziv Cloud, the Website, the Services, and the Products or any third party in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age; or which otherwise violates the Incluziv Cloud’s Intellectual Property or the rights of any third party; and d. will not upload to the Website, to the Services and to the Products or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and e. will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Incluziv Cloud Services or Incluziv Cloud’s systems or networks connected to the Incluziv Cloud Services, or otherwise interfere with or disrupt the operation of any of the Incluziv Cloud Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks. f. will not use the Website, the Services, and the Products in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters,” “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.
18.2. If you violate any provision of these Terms of Service, or engage in any other behavior Incluziv Cloud deems abusive or inappropriate, Incluziv Cloud may take action against your Incluziv Cloud Customer Account or your Incluziv Cloud.Sites. Incluziv Cloud reserves the right to remove any User Content and suspend your Incluziv Cloud Customer Account or your Incluziv Cloud.Sites without any refund of any amounts paid for the Website, the Services, and the Products, without notice, at any time and for any reason. Incluziv Cloud reserves the right to enforce, or not enforce, these Terms of Service in its sole discretion.
19. Indemnification.
You hereby agree to indemnify and hold harmless Incluziv Cloud, its affiliates, licensors and licensees, its officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of your breach of these Terms of Service.
20. Linking to the Website.
Linking to the Website is permitted provided that you comply with the following rules. You may link to the home page of the Website or to any other page of the Website. However, you are not allowed to use in-line linking (or hot-linking) or framing. You must not imply that Incluziv Cloud endorses or sponsors the linker or its website, products or services. You must not use the Incluziv Cloud’s Intellectual Property without advance written permission from Incluziv Cloud. Furthermore, you agree to remove the link at any time upon Incluziv Cloud’s request.
21. Suspension and Deletion of the Incluziv Cloud Customer Account.
21.1. If the service plan is Free (either originally or converted) and the Incluziv Cloud Customer Account completely inactive over the course of 30 days, such Incluziv Cloud Customer Account is archived, and it can be retrieved only by an Administrator. To retrieve the Incluziv Cloud Customer Account, an Administrator simply needs to log in. If no Administrator logs in for another 15 days after the instance has been ‘archived’, the Incluziv Cloud Customer Account will be deleted.
21.2. Incluziv Cloud reserves the right to suspend the Incluziv Cloud Customer Account (temporary limit access to User Accounts and Administrator Accounts) on the occurrence of any of the following:
21.2.1. if you fail to comply with terms of these Terms of Service or other requirements described herein;
21.2.2. non-deletion of User Content incompatible with a Free or cheaper Service Plan in accordance with Section 7.4. of these Terms of Service.
21.3. To restore access to the Incluziv Cloud Customer Account suspended based on Section 21.2.2. of these Terms of Service, you should purchase a new commercial subscription with all features and limits required for proper functioning of the suspended User Account.
21.4. Incluziv Cloud reserves the right to delete your Incluziv Cloud Customer Account and all the data connected, including your User Content, upon 50 calendar days after suspension of your Incluziv Cloud Customer Account (as defined in Section 21.2. of these Terms of Service) without the possibility of recovering any data. In this case, the domain name of the deleted Incluziv Cloud Customer Account becomes available for assignment to other customer accounts. Incluziv Cloud is not liable for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with such actions.
21.5. The Administrator may initiate deletion of the Incluziv Cloud Customer Account by first dismissing other Administrators, if any, which will entail deletion of all the connected User Accounts and all connected User Content, subject to the availability of such feature. In this case, the Incluziv Cloud Customer Account will be made inactive immediately and completely deleted over the course of 90 (ninety) calendar days.
22. Assignment.
Incluziv Cloud may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time subject to prior notification. You, however, may not assign or delegate any rights or obligations under these Terms of Service without Incluziv Cloud’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.
23. Agreement to Deal Electronically.
All transactions pertaining to the Website, the Services, and the Products can be conducted and executed electronically. We may keep records of any type of communication conducted via the Website. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient’s control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.
24. Injunctive Relief.
You acknowledge and agree that any violation or breach of these Terms of Service may cause Incluziv Cloud immediate and irreparable harm and damages. As a result, Incluziv Cloud has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of these Terms of Service. In addition to any and all other remedies available to Incluziv Cloud in law or in equity, Incluziv Cloud may seek specific performance of any term in these Terms of Service.
25. Severability.
These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service are held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of these Terms of Service.
26. Data Protection.
26.1. All Personal information that Incluziv Cloud may use will be collected, processed, and held in accordance with the provisions of the local Data Protection legislation of Virginia, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), and user’s rights under the Data Protection Legislation. You can find more information about our GDPR compliance at our GDPR section.
26.2. Please read the Privacy Policy (the “Privacy Policy”), which describes how Incluziv Cloud collects, uses, discloses, manages and stores users’ Personal Information.
26.3 Incluziv Cloud processes any users-of-users Personal Data subject to the applicable Data Protection Legislation (as defined in the DPA), on Your behalf, under Your instructions in the provision of the Service and the terms of the Data Processing Agreement (the “DPA”),which are hereby incorporated by reference, and the parties agree to comply with such terms.
26.4 You are responsible for and must secure all necessary notices, permissions, and consents to collect, use, and share people’s content and information, including maintaining a published privacy policy, and otherwise complying with applicable law.
26.5 If you are a visitor, user or customer of any of our users, and would like to make any requests or queries regarding your Personal Information, please contact such user(s) directly. For example, if you wish to access, correct, amend, or delete inaccurate information processed by Incluziv Cloud on behalf of its users, please direct your query to the relevant User (who is the “Controller” of such data). If requested to remove any users-of-users Personal Information, we will respond to such request within thirty (30) days.
26.6. If you choose to access, install, download or purchase Third Party Materials provided by Marketplace Sellers, these Sellers will also collect, hold, and process your Personal information in the course of transactions (for example, your name, email address, and postal address).
26.7. Users must only use the personal data of other users to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via our Marketplace, and/or to respond to messages from them. You may not add any user to a mailing list, use their data for marketing, or retain any payment details. You may only use another user’s personal data for additional purposes with their consent.
27. Feedback.
You may from time to time provide suggestions, comments or other feedback to Incluziv Cloud with respect to the Website, the Products, or the Services (hereinafter “Feedback”). You agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for Incluziv Cloud. Incluziv Cloud shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to you. The foregoing shall not, however, affect either party’s obligations hereunder with respect to the information protected pursuant to the Privacy Policy.
28. Applicable Law.
These Terms of Service shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws rules. You agree to the exclusive jurisdiction of the courts of the Commonwealth of Virginia for any claim or cause of action arising out of, or relating to or in connection with these Terms of Service or the Website, the Services, and the Products.
29. Class Action Waiver.
EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY, AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY. If any of the foregoing provisions is determined by a court or arbitrator to be inapplicable or unenforceable with respect to a dispute, you and we agree that, subject to the foregoing arbitration provisions, jurisdiction over and venue of any suit will be exclusively in the courts of the Commonwealth of Virginia.
Incluziv Cloud will not seek attorney’s fees and costs, unless the court determines that your claims are frivolous. Unless the arbitration rules and/or applicable law provide otherwise, you are responsible for your own attorneys’ fees.
30. Force Majeure.
Except for any payment obligations, neither party will be responsible for failure or delay to perform any obligation under these Terms of Service to the extent such failure is caused by a force majeure event (including an act of war, civil disturbance, hostility, strike, or sabotage; natural disasters, act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions of action by governmental entity; or other event outside the party’s the reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to mitigate the effect of a force majeure event. If possible, obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
31. Contact information. Contracting Party.
31.1. Incluziv Cloud may send you legally significant notices (including connected with these Terms of Service) through: (1) a prominent notice within the Service; (2) by email communication to the e-mail of the Administrator.
31.2. Incluziv Cloud entity entering into this Agreement and address for user notifications depend on your country and, unless otherwise specified in user’s invoice, should be defined in accordance with the following:
