This agreement (hereinafter referred to as the 'Agreement') is entered into between you or the entity you represent (hereinafter referred to as 'You' or 'Your') and Xbesh Technologies Private Limited (hereinafter referred to as 'Xbesh'), governing the utilization of Xbesh Technologies Private Limited if your operations are based in India. Should your operations not be based in India, our global terms of service shall be applicable.

Parts of this Agreement

This Agreement comprises the subsequent terms and conditions (hereinafter referred to as the 'General Terms') and specific terms and conditions applicable to the use of individual Services (hereinafter referred to as the 'Service Specific Terms'). In case of any conflict between the General Terms and the Service Specific Terms, precedence shall be given to the Service Specific Terms.

Acceptance of the Agreement

In order to accept the Agreement, you must be of legal age to enter into a binding agreement. Should you not agree to the General Terms, refrain from using any of our Services. If you agree to the General Terms but disagree with any Service Specific Terms, abstain from using the corresponding Service. You may indicate your acceptance of the Agreement by selecting a checkbox, clicking a button that signifies your acceptance of the Agreement, or by actively utilizing the Services.

Description of Service

We offer cloud software and applications for enterprises, inclusive of associated offline and mobile applications (referred to as the "Service" or "Services"). These Services are available for both personal and business purposes or for internal use within the organization you represent. Access to the Services is facilitated through any Internet browser supported by our Services. It is your responsibility to acquire access to the Internet and the necessary equipment required for utilizing the Services. Using your user account, you have the capability to create, modify, publish, and share content as per your discretion.

Beta Service

We may introduce specific Services as closed or open beta services (referred to as "Beta Service" or “Beta Services”) designed for testing and evaluation purposes. By accepting this agreement, you acknowledge and agree that we possess sole authority and discretion to determine the duration for testing and assessing Beta Services. The assessment of the success of such testing and the decision, if any, to offer the Beta Services as commercial services solely rests with us. Your participation in any Beta Service does not obligate you to procure a subscription for any paid Service. We retain the right, at our discretion, to wholly or partially discontinue any Beta Services, either temporarily or permanently, at any time and without prior notice to you. By accepting this, you agree that Xbesh shall not be held liable to you or any third party for any detriment arising from, related to, or caused by the alteration, suspension, or termination of any Beta Services for any reason.

Free Trial

Upon registration for a free trial of one or more Services, Xbesh will grant access to the applicable Services on a trial basis, free of charge. This trial period will continue until the earliest of (i) the conclusion of the free trial duration for the relevant Services (unless terminated earlier by you), (ii) the commencement of the paid subscription period for the relevant Services, or (iii) termination at the sole discretion of Xbesh. Any data inputted into the Services and any modifications made during the free trial will be permanently deleted unless you (i) acquire the corresponding paid subscription plan for the account, (ii) purchase relevant Service upgrades, or (iii) export the data before the trial period concludes.

It is imperative to note that notwithstanding the contents of this Section, Services provided during the free trial are offered 'as-is,' without any warranty, covenant, support, or liability of any kind, to the extent permitted by law.

User Sign up Obligations

In order to access or utilize the Services, it is mandatory to register for a user account, providing all necessary information. If you are representing an organization intending to use the Services for internal corporate purposes, we strongly advise both you and all other users within your organization to register for user accounts using corporate contact details, particularly recommending the use of your corporate email address. By agreeing to this, you pledge to: (i) furnish true, accurate, current, and complete information about yourself during the registration process; and (ii) consistently maintain and promptly update the information provided during registration to ensure its accuracy, currency, and completeness. Should you provide any information that is found to be untrue, inaccurate, outdated, or incomplete, or if Xbesh has reasonable grounds to suspect the inaccuracy or incompleteness of such information, Xbesh reserves the right to terminate your user account and deny current or future access to any or all of the Services.

Restrictions on Use

Furthermore, in conjunction with all other stipulations and conditions outlined in this Agreement, you are prohibited from: (i) transferring the Services or making them available to any third party; (ii) providing any service based on the Services without prior written permission; (iii) permitting user licenses to be shared or used by more than one individual, except through the reassignment of the user license to a new user; (iv) attempting, except as permitted by applicable law, to disassemble, reverse engineer, or decompile the Services; (v) utilizing third-party links to sites without agreeing to their website terms & conditions; (vi) posting links to third-party sites or utilizing their logo, company name, etc., without obtaining their prior written consent; (vii) endeavouring to gain unauthorized access to the Services, its related systems, or network; (viii) utilizing the Services in a manner that could potentially damage, disable, overburden, impair, or harm any server, network, computer system, or resource of Xbesh; (ix) employing the Services to send or store material containing software viruses, worms, or other harmful computer codes, files, scripts, or programs; (x) using the Services in a manner that disrupts or interferes with the integrity, security, or performance of the Services, its components, and the contained data; (xi) hosting, displaying, uploading, modifying, publishing, transmitting, storing, updating, or sharing any information that belongs to another person or entity, to which you do not hold any right, including personal or confidential information, without proper consent or permission; (xii) violating any applicable local, state, national, or international law; (xiii) using the Services for competitive or benchmarking purposes; (xiv) removing or obscuring any proprietary or other notices contained within the Services; (xv) employing our Services in any manner that endangers the unity, integrity, defense, security, or sovereignty of India, friendly relations of India with other countries, public order, or causes incitement to commit any cognizable offense, or prevents investigation of any offense, or is insulting to other countries; (xvi) creating a false identity to mislead any person regarding the identity or origin of any communication; (xvii) transmitting information via the services that is patently false and untrue, in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person; or (xviii) utilizing the services in a manner that relates to or encourages any activity prohibited by law in India."

Spamming and Illegal Activities

You hereby agree to assume sole responsibility for the content of your transmissions through the Services. You also agree not to utilize the Services for unlawful purposes or for transmitting material that is unlawful, defamatory, insulting, harassing, libellous, invasive of another's privacy (including bodily privacy), abusive, threatening, harmful, vulgar, pornographic, paedophilic, harmful to children, obscene, racially or ethnically objectionable, or otherwise objectionable, offensive to religious sentiments, promotes racism, contains viruses or malicious code, or infringes or may infringe upon intellectual property or other rights of another individual. We retain the right to terminate your access to the Services if there exists reasonable grounds to believe that you have utilized the Services for any illegal or unauthorized activity.

Third Party Applications

Xbesh Services integrate with various third-party applications (referred to as "Third Party Application(s)"). Accessing and using these Third Party Applications may necessitate your acceptance of terms of service and privacy policies specific to such Third Party Applications (referred to as "Third Party Terms"). It is your responsibility to thoroughly read and comprehend the Third Party Terms before utilizing any Third Party Application. You acknowledge and agree that Xbesh holds no liability for any Third Party Applications. Although we endeavor to provide advance notice whenever reasonably feasible, you acknowledge and agree that Xbesh reserves the right, at any time and at our sole discretion, without prior notice to you, to suspend, restrict, disable access to, or remove from Xbesh Services any Third Party Application, without incurring any liability to you, including, but not limited to, loss of profits, revenue, data, goodwill, or other intangible losses.

Fees and Payments

"The Services are accessible through subscription plans offered for various durations. Payments for subscription plans lasting less than a year can only be processed via Credit Card. Your subscription will automatically renew at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or notify us of your decision not to renew the subscription. During automatic renewal, the subscription fee will be charged to the Credit Card previously used by you. You have the option to modify payment details should you prefer using a different Credit Card for the renewal. To avoid renewal, you must notify us at least seven days before the renewal date. Failure to downgrade to a free plan or notify us of non-renewal implies your authorization for Xbesh to charge the subscription fee to the Credit Card last utilized by you. Click here to view our Refund Policy.

Periodically, we reserve the right to modify the price of any Service or introduce charges for currently free-of-charge Services. Any price increments will only take effect after the expiration of your ongoing billing cycle. Usage charges for any Service will not apply unless you have selected a paid subscription plan.

If Xbesh is obligated to charge any tax, such as GST, VAT, sales tax, or similar taxes, as per local, state, provincial, or foreign laws concerning your Services subscription ("Taxes"), we will issue an invoice for these Taxes. You agree to remit these Taxes to Xbesh in addition to the subscription fees. Xbesh will provide you with an invoice in the prescribed format outlined by the relevant local, state, provincial, or foreign laws, facilitating your potential entitlement to claim applicable input tax credit for the Taxes paid.

Organization Accounts and Administrators

When registering an account for your organization, you have the option to designate one or more administrators. These administrators are granted the authority to configure the Services based on your organizational needs and oversee end users within your organization's account. In instances where a third party creates and configures your organization's account on your behalf, it is probable that said third party assumes the role of administrator for your organization. It is essential to establish a suitable agreement with such third party, outlining their roles and limitations as an administrator of your organization's account.

You are accountable for (i) maintaining the confidentiality of your organization account password, (ii) appointing capable individuals as administrators responsible for managing your organization's account, and (iii) ensuring that all activities related to your organization account align with the terms of this Agreement. Please note that Xbesh is not accountable for account administration or internal management of the Services on your behalf.

It is your responsibility to take necessary measures to prevent your organization from losing control of administrator accounts. You may outline a specific process for regaining control in the event of such loss by submitting an email to [email protected], provided that the process meets Xbesh's approval. In the absence of a specified administrator account recovery process, Xbesh reserves the right to grant control of an administrator account to an individual who provides satisfactory proof to Xbesh demonstrating authorization to act on behalf of the organization. You agree not to hold Xbesh liable for any consequences resulting from Xbesh's bona fide actions in this regard.

Personal Information and Privacy

The personal information you provide to Xbesh through the Service is governed by Xbesh's Privacy Policy. Your decision to use the Service implies your acceptance of the terms outlined in the Xbesh Privacy Policy. It is your responsibility to uphold the confidentiality of your username, password, and other sensitive information. You are accountable for all activities occurring in your user account and agree to promptly notify us of any unauthorized use of your user account via email to [email protected]. We disclaim responsibility for any loss or damage incurred by you or any third party resulting from unauthorized access and/or use of your user account, or any other related incidents.

Communications from Xbesh

The Service may encompass specific communications from Xbesh, such as service announcements, administrative messages, and newsletters. You acknowledge that these communications are integral to the utilization of the Services. As part of our commitment to ensuring your complete privacy, we offer you the choice to opt out of receiving newsletters from us. However, please note that opting out is not applicable for receiving service announcements and administrative messages.

Complaints

If we receive a complaint regarding your activities in connection with the use of the Services (except where the provided Grievance Redressed mechanism applies), we will forward the complaint to the primary email address associated with your user account. You are required to directly respond to the complainant within 10 days upon receiving the forwarded complaint from us, and also include Xbesh in the communication. Failure to respond to the complainant within the specified 10-day period from the date of our email to you may result in the disclosure of your name and contact information to the complainant, allowing them to pursue legal action against you. Your failure to respond within the stipulated 10 days shall be interpreted as your authorization for Xbesh to disclose your name and contact details to the complainant.

Inactive User Accounts Policy

We retain the right to terminate unpaid user accounts that remain inactive continuously for a period of 120 days. Upon such termination, all associated data linked to the user account will be permanently deleted. Prior notice of termination and an opportunity to back up your data will be provided. The data deletion policy may be enforced for any or all of the Services offered. Each Service will be treated as an individual and distinct service for the purpose of determining the period of inactivity. Hence, activity within one Service alone will not suffice to maintain the active status of your user account in another Service. In instances of accounts featuring multiple users, if at least one user remains active, the account will not be deemed inactive.

Hosting Location

The geographic location of the cloud facility serving you is contingent upon the region/country mapping available during your sign-up process. Xbesh reserves the right to migrate your account or necessitate you to migrate your account to an alternate cloud facility should updates occur in the region/country to cloud facility mapping. During sign-up, it is imperative that you do not conceal your internet protocol (IP) address, as your region/country determination is based on this information. If, at any time, your actual region/country differs from the information in our records, Xbesh may undertake appropriate actions such as migrating your account to the corresponding region/country's cloud facility or close your account, denying further Service to you. Additionally, if you are served from a cloud facility outside your region/country and an Xbesh group entity maintains an office in your region/country, aside from storing data in the assigned cloud facility, we may retain a local data copy in your region/country.

Data Ownership

We acknowledge and respect your entitlement to ownership of content produced or stored by you. Any content created or stored by you remains under your ownership. Unless explicitly authorized by you, your utilization of the Services does not confer upon Xbesh the license to utilize, reproduce, adapt, modify, publish, or distribute the content generated by you or stored within your user account for Xbesh's commercial, marketing, or similar purposes. However, you grant Xbesh permission to access, copy, distribute, store, transmit, reformat, publicly display, and publicly perform the content stored in your user account solely for the purpose of delivering the Services to you.

User Generated Content

You possess the authority to transmit or publish content created through any of the Services or otherwise. However, you bear sole responsibility for such content and the outcomes resulting from its transmission or publication. If you qualify as a publisher of news and current affairs content, as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021, you must furnish requisite details to the Ministry of Information and Broadcasting, as mandated by rule 18. Any publicly accessible content via the internet may be crawled and indexed by search engines. It is your responsibility to ensure that private content is not inadvertently exposed to the public.

Content received from other users of the Services is provided 'AS IS' for your personal information and use only. You agree not to exploit, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise utilize such content for any purpose without explicit written consent from the rightful owner of such content. In the course of using the Services, if encountering copyrighted content or copy protection features, you agree not to remove copyright notices or disable copy protection features.

By making copyrighted or copyrightable content accessible on any Service, you affirm having obtained consent, authorization, or permission, as required, from every individual holding rights in the content for its availability. Additionally, by making content available in the aforementioned manner, you expressly permit Xbesh to block access to or remove such content provided by you if Xbesh receives complaints regarding potential illegality or infringement of third-party rights in such content. By using any of the Services and transmitting or publishing content via such Service, you expressly consent to the determination of legality or infringement of third-party rights in such content by the designated agent appointed by Xbesh for this purpose.

Sample files and Applications

Xbesh may offer sample files and applications to illustrate the potential usage of the Services effectively for specific purposes. Information within these sample files and applications comprises random data. Xbesh provides no explicit or implied warranty regarding the accuracy, usefulness, completeness, or reliability of the information or the sample files and applications.

Trademark

The trademarks 'Xbesh,' Xbesh logo, the individual Service names, and their respective logos are the trademarks of Xbesh Technologies Private Limited. You hereby agree not to utilize or display, in any form, the Xbesh trademarks without prior permission from Xbesh.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE UTILIZATION OF THE SERVICES IS ENTIRELY AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN 'AS-IS' AND 'AS-AVAILABLE' BASIS. XBESH SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XBESH MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE SERVICES IS AT YOUR DISCRETION AND RISK, AND YOU SOLELY BEAR RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA RESULTING FROM THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM XBESH, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

YOU AGREE THAT Xbesh SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES, OR FOR LOSS OF BUSINESS PROFITS, INTERRUPTION OF BUSINESS, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSSES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF Xbesh HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO EVENT SHALL Xbesh'S AGGREGATE LIABILITY TO YOU FOR ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED FIFTY THOUSAND RUPEES (₹ 50,000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT LEADING TO SUCH LIABILITY, WHICHEVER AMOUNT IS HIGHER.

Indemnification

You agree to indemnify and hold Xbesh, its officers, directors, employees, suppliers, and affiliates harmless from and against any losses, damages, fines, and expenses (including attorney's fees and costs) arising from claims that arise due to your use of the Services in violation of another party's rights, any law, any provisions of the Agreement, or any other claim associated with your Service use, except where such use is specifically authorized by Xbesh.

Governing law and Jurisdiction

Any dispute or claim arising from or in connection with the Terms shall be exclusively settled and adjudicated by the courts of Noida (Uttar Pradesh) in accordance with the laws of India, disregarding conflict of law principles.

Suspension and Termination

We reserve the authority to suspend your user account or temporarily restrict access to any portion or all of a Service due to suspected illegal activities, prolonged inactivity, or requests by law enforcement or governmental agencies. If you object to the suspension or disablement of your user account, objections must be forwarded to [email protected] within a thirty-day period from the notification of suspension. Following thirty days, we may terminate a suspended or disabled user account. Furthermore, at your request, we will terminate your user account.

Additionally, we retain the right to terminate your user account and deny access to Services if there is a reasonable belief that you have breached the Agreement. We also reserve the right to terminate access to any Beta Service due to unforeseen technical issues or discontinuation of the Beta Service. You retain the right to terminate your user account should Xbesh fail to fulfill its obligations under this Agreement. In such a scenario, you will be eligible for a prorated refund of any prepaid fees. Termination of the user account encompasses denial of access to all Services, erasure of information in your user account like email address and password, and deletion of all data stored in your user account.

Modification of Terms of Service

We reserve the right to modify this Agreement and provide notice to you at any time via a service announcement or by sending an email to your primary email address. In the event of significant changes to the Agreement that affect your rights, you will receive a minimum of 30 days advance notice of these modifications through an email sent to your primary email address. If the modified Agreement substantially impacts your rights concerning the use of the Services, you have the option to terminate your use of the Services by notifying Xbesh via email within 30 days of receiving notification about the updated Agreement. Upon such termination, you shall be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service following the effective date of any changes to the Agreement will be considered as your acceptance of the modified Agreement.

End Of Terms Of Service

If you have any inquiries or concerns regarding this Agreement, please reach out to us at [email protected].