THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND THE APPLICABLE XBESH CONTRACTING ENTITY LISTED HERE (HEREINAFTER “XBESH”) GOVERNING YOUR USE OF XBESH SUITE OF ONLINE BUSINESS PRODUCTIVITY AND COLLABORATION SOFTWARE.

Parts of this Agreement

This Agreement comprises the subsequent terms and conditions (hereinafter referred to as the “General Terms”) and the terms and conditions, if applicable, specific to the use of individual Services (hereinafter referred to as the “Service Specific Terms”). Should any conflict arise between the General Terms and Service Specific Terms, the Service Specific Terms shall take precedence."

Acceptance of the Agreement

You must be of legal age to enter into a legally binding agreement in order to accept this Agreement. If you do not agree to the General Terms, please refrain from using any of our Services. In case you agree to the General Terms but disagree with any Service Specific Terms, kindly abstain from using the corresponding Service. The Agreement can be accepted by checking a checkbox or clicking on a button signifying your acceptance of the Agreement, or by actively utilizing the Services.

Description of Service

"We offer cloud software and applications designed for business purposes, inclusive of associated offline and mobile applications ("Service" or "Services"). You are permitted to utilize the Services for personal or business use, as well as for internal business requirements within the organization you represent. Access to the Services can be achieved through any Internet browser supported by the Services. It is your responsibility to procure access to the Internet and the necessary equipment required for Service utilization. With your user account, you have the capability to generate and modify content, and if you opt to do so, you may publish and distribute said content."

Beta Service

We might present specific Services as closed or open beta services ("Beta Service" or “Beta Services”) for testing and evaluation purposes. You consent that we hold the exclusive authority and discretion to determine the duration for testing and assessing Beta Services. Our sole determination will ascertain the success of such testing and any decision to offer Beta Services as commercial services. There exists no obligation for you to obtain a subscription to any paid Service due to your participation in any Beta Service. We retain the right to entirely or partially discontinue, at any point and intermittently, either temporarily or permanently, any Beta Services, with or without prior notice to you. You agree that Xbesh shall not be held liable to you or any third party for any resultant harm, arising from, or due to the modification, suspension, or discontinuation of any Beta Services, for any cause.

Free Trial

If you register for a free trial of one or more Services, Xbesh will provide the applicable Services to you on a trial basis without charge until the earlier of (i) the conclusion of the free trial period for the applicable Services (unless earlier terminated by you), (ii) the commencement of the paid subscription period for the applicable Services, or (iii) termination at Xbesh's sole discretion. Any data entered into the Services and any customizations performed during the free trial will be permanently lost unless you (i) procure the corresponding paid subscription plan for the account, (ii) obtain relevant Service upgrades, or (iii) export such data before the trial period expires. Notwithstanding anything contained in this Section, the Services are provided 'as-is' during the free trial, without any warranty, covenant, support, or liability of any kind, to the extent permitted by law.

User Sign up Obligations

To access or utilize the Services, it is necessary to register for a user account by supplying all mandatory details. If you are representing an organization and intend to utilize the Services for internal corporate purposes, it is recommended that both you and other organizational users sign up for user accounts using your corporate contact information, specifically the corporate email address. By registering, you agree: (i) to furnish accurate, current, and complete information about yourself, as requested during the registration process; and (ii) to maintain and promptly update the provided information to ensure its accuracy, currency, and completeness. If any information provided by you is found to be false, inaccurate, outdated, or incomplete, or if Xbesh has reasonable grounds to suspect such inaccuracies, Xbesh reserves the right to terminate your user account and reject present or future access to any or all of the Services.

Restrictions on Use

Without prejudice to any other terms and conditions stipulated in this Agreement, you agree not to: (i) transfer the Services or make them available to any third party; (ii) offer any service based on the Services without prior written authorization; (iii) permit user licenses to be shared or utilized by more than one individual unless reassigning the user license to a new user; (iv) attempt, save as permitted under prevailing laws, to disassemble, reverse engineer, or decompile the Services; (v) utilize third-party links to sites without consenting to their respective website terms and conditions; (vi) display links to third-party sites or use their logo, company name, etc., without their prior written consent; (vii) endeavour to gain unauthorized access to the Services, its related systems, or network; (viii) engage in any activity using the Services that could potentially damage, disable, overburden, impair, or harm any server, network, computer system, or resource of Xbesh; (ix) employ the Services to send or store material containing software viruses, worms, or other harmful computer codes, files, scripts, or programs; (x) employ the Services in any manner that disrupts the integrity, security, or performance of the Services, its components, or the data therein; (xi) fabricate an identity to deceive any individual regarding the identity or source of any communication; (xii) host, exhibit, upload, modify, publish, transmit, store, update, or share any information that belongs to another person or entity, without appropriate rights, including personal or confidential information without consent or permission from the respective person or entity; (xiii) use the Services to transmit false and untrue information with the intention to mislead, harass, achieve financial gain, or cause injury to any person, entity, or agency; (xiv) contravene any applicable local, state, national, or international law; (xv) utilize the Services for competitive or benchmarking purposes; and (xvi) eliminate or obscure any proprietary or other notices incorporated within the Services.

Spamming and Illegal Activities

You shall be exclusively liable for the content of your transmissions through the Services. You shall refrain from utilizing the Services for illegal purposes or transmitting material that is unlawful, defamatory, harassing, libellous, invasive of privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, or that may offend religious sentiments, promote racism, contain viruses, malicious code, or infringe upon intellectual property or other rights of any individual. You undertake not to employ the Services for transmitting "junk mail", "spam", "chain letters", “phishing”, or unsolicited mass email distributions. We retain the right to terminate your access to the Services if there exist reasonable grounds to suspect that you have engaged in unauthorized or illegal activities using the Services.

Third Party Applications

Xbesh Services integrate with various third-party applications (hereinafter referred to as "Third Party Application(s)"). Accessing and utilizing Third Party Applications may necessitate agreeing to terms of service and privacy policies associated with such Third Party Applications (hereinafter referred to as "Third Party Terms"). Prior to accessing or using any Third Party Application, it is your responsibility to thoroughly read and comprehend the Third Party Terms. You acknowledge and consent that Xbesh bears no responsibility for any Third Party Applications. While endeavours will be made to provide advance notice whenever reasonably feasible, you acknowledge and agree that Xbesh retains the right, at any time and at its sole discretion, without any obligation to notify you, to suspend, restrict, disable access to, or remove any Third Party Application from Xbesh Services. Xbesh shall not be held liable to you, including but not limited to any loss of profits, revenue, data, goodwill, or other intangible losses resulting from such actions.

Fees and Payments

The Services are accessible under subscription plans of varying durations. Payments for subscription plans of less than a year's duration can solely be processed via Credit Card. Your subscription will be automatically renewed at the conclusion of each subscription period, unless you opt to downgrade your paid subscription plan to a free plan or explicitly notify us of your intention not to renew the subscription. Upon automatic renewal, the subscription fee will be charged to the Credit Card previously used by you. We offer you the option to update payment details should you wish to use a different Credit Card for the renewal payment. To decline the subscription renewal, you are required to inform us at least seven days before the renewal date. Failure to downgrade to a free plan or notify us of your non-renewal intent will be considered as authorization for Xbesh to charge the subscription fee to the previously used Credit Card. For details on our Refund Policy, please click here.

Periodically, we reserve the right to modify the pricing of any Service or introduce charges for Services that are presently offered free of charge. Any increase in charges will be applicable only upon the expiry of your ongoing billing cycle. Usage charges will not be incurred unless you have subscribed to a paid subscription plan.

Should any tax such as GST, VAT, sales tax, or similar levies be applicable to Xbesh as per local, state, provincial, or foreign laws concerning your subscription to our Services ("Taxes"), Xbesh will generate an invoice for these Taxes. You hereby agree to remit such Taxes to Xbesh in addition to the subscription fees. Xbesh will issue an invoice conforming to the format specified by the pertinent local, state, provincial, or foreign laws, enabling you to claim applicable input tax credit for the Taxes remitted.

Organization Accounts and Administrators

When registering an account for your organization, you may designate one or more administrators. These administrators possess the authority to configure the Services according to your needs and oversee end users in your organization's account. If a third party creates and configures your organization's account on your behalf, it is probable that this third party assumes the role of administrator for your organization. It is imperative to establish an appropriate agreement with such a third party delineating their roles and constraints as an administrator of your organization's account.

Your responsibilities encompass (i) maintaining the confidentiality of your organization account password, (ii) designating capable individuals as administrators to manage your organization account, and (iii) ensuring that all activities related to your organization account adhere to this Agreement. It is understood that Xbesh bears no responsibility for the administration or internal management of account Services on your behalf.

It is incumbent upon you to take requisite measures to prevent loss of control over the administrator accounts in your organization. In the event of such a loss of control over the administrator accounts, you may outline a recovery process by sending an email to [email protected], provided the process aligns with Xbesh's standards. In the absence of a specified administrator account recovery process, Xbesh reserves the right to grant control of an administrator account to an individual offering satisfactory proof to Xbesh, demonstrating authorization to act on behalf of the organization. You agree not to hold Xbesh accountable for any consequences arising from any action taken by Xbesh in good faith in this context.

Personal Information and Privacy

The personal information you furnish to Xbesh via the Service is governed by Xbesh's Privacy Policy. Your decision to utilize the Service implies your consent to abide by the terms stipulated in the Xbesh Privacy Policy. You bear the responsibility for upholding the confidentiality of your username, password, and other sensitive data. All activities occurring within your user account are under your purview, and you commit to promptly notifying us of any unauthorized use of your user account via email to [email protected]. Xbesh holds no liability for any losses or damages incurred by you or any third party resulting from unauthorized access and/or use of your user account, or for any related matters.

Communications from Xbesh

The Service might comprise specific communications from Xbesh, encompassing service announcements, administrative messages, and newsletters. You acknowledge that these communications form an integral part of utilizing the Services. In line with our commitment to ensuring your complete privacy, we offer you the choice to opt out of receiving newsletters from us. Nonetheless, opting out of receiving service announcements and administrative messages may not be feasible.

Complaints

If we receive a complaint from any person regarding your activities while using the Services, we will forward the complaint to the primary email address of your user account. Upon receiving the forwarded complaint, you are obligated to directly respond to the complainant within 10 days and also copy Xbesh in the correspondence. Failure to respond within the stipulated 10-day period following our email notification may result in the disclosure of your name and contact information to the complainant. You acknowledge that non-compliance within this timeframe will be construed as your consent 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 data linked to the user account will be permanently deleted. We will provide advance notice before initiating such termination and offer you the option to back up your data. The data deletion policy may apply to any or all of the Services provided. Each Service is considered an autonomous and distinct service for the calculation of the inactivity period. Notably, activity within one Service does not suffice to maintain the active status of your user account across other Services. In instances of accounts involving multiple users, if at least one user remains active, the account will not be considered inactive.

Data Ownership

We acknowledge and respect your ownership rights over the content generated or stored by you. You retain full ownership of the content produced or stored within your user account. Unless explicitly authorized by you, your utilization of the Services does not confer upon Xbesh the license to employ, replicate, adapt, modify, publish, or disseminate the content generated by you or stored within your user account for Xbesh’s commercial, promotional, or analogous purposes. However, you grant Xbesh the authorization to access, duplicate, distribute, store, transmit, reformat, publicly showcase, and perform the content within your user account exclusively for the purpose of delivering the Services to you.

Hosting Location

The allocation of the cloud facility serving you relies upon the mapping of your region/country to the available cloud facilities upon your registration. In the event of any alterations to the mapping of region/country to cloud facility, we reserve the right to either migrate your account or necessitate your migration to a different cloud facility. It is imperative that you refrain from masking your internet protocol (IP) address during the sign-up process as your region/country is determined based on this information. Should, at any instance, your verified region/country diverge from our recorded data, Xbesh reserves the right to take appropriate actions, including but not limited to migrating your account to the cloud facility corresponding to your region/country, or alternatively, terminating your account and revoking Service access. Should your service be provided from a cloud facility situated outside your region/country, and if an Xbesh group entity maintains an office in your region/country, we may retain a local copy of the data in compliance with the cloud facility assigned to you.

User Generated Content

You may transmit or publish content using any of the Services or otherwise. However, you are solely accountable for such content and its consequences upon transmission or publication. Publicly accessible content on the internet may be crawled and indexed by search engines, and it is your responsibility to prevent accidental public access to private content. Any content received from other users of the Services is provided 'AS IS' for personal information only, and you agree not to exploit, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise use such content for any purpose without the explicit written consent of the rightful content owner.

During Service use, encountering copyrighted or copyrightable content with notices or copy protection features, you agree not to remove such notices or disable these features. By making any copyrighted or copyrightable content available through the Services, you affirm that you possess consent, authorization, or permission from every relevant rights holder to share such content. Moreover, by making content available as previously mentioned, you explicitly consent that Xbesh retains the right to block access to or remove such content upon receiving complaints concerning potential illegality or infringement of third-party rights.

By using the Services and transmitting or publishing content, you expressly consent to the determination of potential illegality or third-party rights infringement in such content by the agent appointed by Xbesh for this purpose.

Should you wish to contest any content blocking or removal by Xbesh, you may do so following the procedures provided here.

Sample files and Applications

Xbesh may offer sample files and applications to demonstrate the potential use of the Services for specific purposes. The information contained within any such sample files and applications comprises random data. Xbesh provides no warranty, either express or implied, regarding the accuracy, usefulness, completeness, or reliability of the information or the sample files and applications.

Trademark

The trademarks 'Xbesh', Xbesh logo, the names of individual Services, and their logos are trademarks of Xbesh Technologies Private Limited. You agree not to display or use, in any manner, the Xbesh trademarks, without Xbesh’s prior permission.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. XBESH EXPRESSLY 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. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM XBESH, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

Limitation of Liability

YOU AGREE THAT Xbesh SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF Xbesh HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL Xbesh’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.

Indemnification

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

Governing Law and Jurisdiction

The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement will depend on your billing address if you are a paid customer and your state or country of domicile in all other cases. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or in connection with this Agreement.

Suspension and Termination

We reserve the right to suspend your user account or temporarily disable access to the entirety or part of any Service in the event of suspected illegal activity, prolonged periods of inactivity, or upon requests by law enforcement or other government agencies. Any objections to the suspension or disabling of user accounts should be directed to [email protected] within thirty days of notification about the suspension. Following a period of thirty days, we reserve the right to terminate a suspended or disabled user account. Upon your request, we will also terminate your user account.

Furthermore, we retain the right to terminate your user account and refuse Services if we reasonably believe that you have breached the Agreement. We reserve the right to terminate your access to any Beta Service in case of unforeseen technical issues or discontinuation of the Beta Service. You retain the right to terminate your user account if Xbesh breaches its obligations under this Agreement, entitling you to a prorated refund of any prepaid fees. Termination of the user account will result in the denial of access to all Services, removal of information such as your email address and password from your user account, and deletion of all data within your user account.

Modification of Terms of Service

We reserve the right to modify this Agreement and will notify you of any changes either through a service announcement or via email sent to your primary email address. In the event of significant changes that directly impact your rights, you will receive an email notification at least 30 days in advance. If the modified Agreement substantially affects your rights in connection with the use of the Services, you have the option to terminate your use by providing notice to Xbesh via email within 30 days of being informed about the revised Agreement. Upon such termination, you will be entitled to a prorated refund of any prepaid fees for the unused portion.

Continued use of the Service following the effective date of any modified Agreement will be considered as your acceptance of the updated terms.

End Of Terms Of Service

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