Each time You visit the Website, You are deemed to be using the Services. Each time You use the Services, You affirm Your acceptance of the Agreement and agree to comply with the Agreement in its entirety. If you are not representing a company or other legal entity you may not use the Services. You represent that You have the authority to bind the company or other legal entity on whose behalf You have accepted this Agreement. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and must not use the Services.
The different Service offerings available for subscription and the specific terms for the same (including functionalities, payment terms etc.) are set forth in the description of the Services available on the Website and are deemed part of the Agreement.
For the purposes of this Agreement:
a) "Services" include all features, tools, Software, documentation, products and services provided through the Website;
b) "Service Provider" means Lpcube Systems India Pvt. Ltd.;
c) "Software" means all software on the Website and includes the software used to provide the Services;
d) "User" means Your employees who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user names and passwords;
e) "Website" means www.smipio.com and all Services and material on the Website;
f) "You" or "Your" means the company or other legal entity which is accepting this Agreement; and
g) "Your Data" means any information, files, data, images, videos or programs and any information, files, data, images, video or programs of the Users.
2.1. To use the Services, You will be required to register on the Website, create an account, select the Services You want to avail of and make the necessary payments, if any, as may be specified in the applicable order form. If You opt to make the payments by cheque You will be able to access the Services only after the payment has been received by the Service Provider. When subscribing to the Services You can add Users depending on the type of subscription You have selected and all such Users are deemed to be using the Services on Your behalf. Therefore, You are responsible to ensure that all Users use the Services in accordance with this Agreement and You agree that they shall not breach any of the limitations, conditions and restrictions in this Agreement that are applicable to You. You will be solely responsible and liable for all consequences of the use of the Services by Users. You agree that Service Provider's obligations under this Agreement are to You alone, subject to the terms of this Agreement.
2.3. You will be responsible for creating the user name and password for all Users and for defining user profiles, building organizational charts, map privileges and other configuration of Your subscription account. If You fail to do this properly/correctly You will not be able to use the Services to the fullest extent possible.
3.1. On Your registration with the Website and selection of the type of Services You would like to subscribe to, the Service Provider grants You (and through You, the Users) a non-exclusive, personal, non-transferable, limited and revocable license to access and use the Services You have subscribed to during the period of Your subscription for the Services, subject to the terms and conditions of the Agreement. At the end of Your subscription period, unless You renew Your subscription in accordance with the terms on the Website, You (and the Users) will no longer be able to access the Services and all Your Data will be deleted and You (and the Users) will no longer have access to the same. All rights in the Services that are not specifically granted to You herein are reserved by the Service Provider.
4. Protection of Your Data
4.1. Service Provider shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Service Provider shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
5. Conditions of Use
5.1. In consideration of the rights granted to You by the Agreement, You hereby agree and covenant as follows:
5.1.1. That You will use the Services only for Your internal business purposes. Under no circumstance will You use the Services to provide services to any third party;
5.1.2. You will ensure that all Users adhere to and comply with this Agreement;
5.1.3. That You (and Users) will use the Services only in accordance with the Agreement;
5.1.4. That You (and Users) will not to use the Services for any illegal purposes;
5.1.5. That You (and Users) will not use the Service to host, display, upload, modify, publish, transmit, update or share any of Your Data that:
220.127.116.11. belongs to another person and to which You and/or the User does not have any right to;
18.104.22.168. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
22.214.171.124. harms minors in any way;
126.96.36.199. infringes any patent, trademark, copyright or other proprietary rights;
188.8.131.52. violates any law for the time being in force;
184.108.40.206. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
220.127.116.11. impersonates another person;
18.104.22.168. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or
22.214.171.124. threatens the unity, integrity, defense, security or sovereignty of India or any other country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any nation
5.1.6. That in Your use of the Services (and the use of the Services by Users), You will ensure compliance with all applicable laws, rules or regulations including those of the country in which You (and Users) reside and / or You (and Users) access the Services from and including all applicable laws relating to the export or re-export of Your Data;
5.1.7. That You (and Users) will not access or attempt to access any information, files, data, images, videos or programs which You are not authorized to use or access;
5.1.8. That You (and Users) will not use the Services in any manner that may disrupt or negatively affect the Services or the networks through which You (and Users) access and use the Services;
5.1.9. That You (and Users) will access / use the Services only through the interfaces and protocols provided or authorized by the Service Provider;
5.1.10. That You (and Users) will not circumvent or circumvent any limitations or security features included by the Service Provider in the use of the Services;
5.1.11. That You shall not make the Services available to anyone other the Users and Users shall not make the Services available to any third party;
5.1.12. That You (and Users) shall not sell, resell, rent or lease the Services; and
5.1.13. That You (and Users) shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes.
5.2. If the Service Provider suspects that You (or any User(s)) are in violation of any of the above covenants or any of the other terms of the license granted to You, the Service Provider reserves the right to examine the content of Your Data. On such examination, if the Service Provider finds any such violation (in its sole discretion), the Service Provider reserves the right to discontinue the provision of the Services and / or refuse, remove or disable access to any of Your Data stored online on the servers arranged for by the Service Provider, with immediate effect. In such event the Service Provider may also terminate this Agreement in accordance with Clause 15.
6. Limitation of Services
6.1. You hereby agree and accept the Services are subject to the following limitations:
6.1.1. To use the Services, You (and Users) will be required to arrange for all computer and telecommunications equipment, software and services for access to the internet at Your own cost and the Service Provider shall not be responsible for the same in any manner whatsoever;
6.1.2. The transmission, storage and / or retrieval of Your Data through the internet is subject to a variety of factors beyond the reasonable control of the Service Provider, that make such transmission, storage and / or retrieval potentially unreliable. Accordingly Your use (and Users' use) of the Services is at Your own risk.
6.1.3. You shall be solely responsible for protecting the information on Your computer systems including but not limited to installing appropriate anti-virus software, updating Your applications, password protecting Your computer etc. The Service Provider will make commercially reasonable efforts to keep Your Data secure but given the nature of the internet, the Service Provider cannot guarantee that it will be successful at doing so. You therefore acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Data and the Service Provider will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Data.
6.1.4. The Services provided by the Service Provider (both the applications and the databases) are powered by the Amazon Elastic Compute Cloud (Amazon EC2) infrastructure and the use of the Services shall be subject not only to the terms of this Agreement but also by Amazon Web Services license terms available at http://aws.amazon.com/agreement/. The Service Provider will have no liability to You or any third party for any interruption, unavailability or termination of the said services by Amazon and consequent interruption, unavailability or deficiency in the Services. Nothing herein prevents the Service Provider from using another service provider for hosting/powering the Services.
6.1.5. Should Your Data be lost by the Service Provider or by the Amazon servers, the Service Provider will undertake commercially reasonable efforts to retrieve Your Data. This is the sole remedy You have against the Service Provider for any such loss of Your Data.
7. Third Party Websites
7.1. The Website may provide links to third party websites, which websites are outside the control of the Service Provider. The Service Provider does not therefore endorse or offer any judgment or warranty and accepts no responsibility or liability for the authenticity, availability, suitability, reliability, accuracy of the information, software, products, services and related graphics contained or of any of the goods/services offered by such third party sites or for any damage, loss or harm, direct, indirect or consequential or any violation of local or international laws that may be incurred by Your visit and/or transaction/s and Users' visit and/or transactions on these third party site(s).
8. Third Party Applications and Databases
8.1. The Website may provide You (and Users) the option to sign up for third party applications and databases operated and controlled by third parties. To access such third party applications and databases You (and Users) have to accept the terms and conditions prescribed by such third parties. Those terms and conditions shall be in addition to these Terms. The Service Provider does not endorse or offer any judgment or warranty and accepts no responsibility or liability for the authenticity, availability, suitability, reliability, accuracy of the information, content, software, products, services and related graphics contained or of any of the goods/services offered by such third party sites or for any damage, loss or harm, direct, indirect or consequential or any violation of local or international laws that may be incurred by Your visit and/or transaction/s and Users' visit and/or transactions on such third party applications and databases operated and controlled by third parties.
9.1. Service Provider shall provide e-mail support for the Services to You at no additional charge. For support You can mail [email protected]. Service Provider will use commercially reasonable efforts to fix bugs within a reasonable time. Service Provider shall also use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Service Provider shall give at least 48 hours notice via the Services) or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, non-available of the Amazon servers/services, Internet service provider failures or delays, electrical system failures or denial of service attacks.
10. Payment For Services
10.1. You shall pay all fees specified in the relevant order forms for subscription for the Services hereunder. Fees are based on services purchased and not actual usage. The Services subscribed to are non-cancelable and fees paid are non-refundable, provided that the subscription may be changed in accordance with Clause 10.2. User subscription fees are based on three monthly subscription periods that begin on the date on which the payment for such subscription is received. Unless otherwise specified in the applicable order form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the pricing specified in the applicable order form and (iii) the added User subscriptions shall terminate on the same date as the preexisting subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. No User shall operate his account from 2 or more computers simultaneously using his user account. You will be responsible for creating the User accounts.
10.2. You may pay for the Services by using Your credit card or by cheque payable in favor of Lpcube Systems India Pvt. Ltd. If You opt to use Your credit card to subscribe to the Services You will provide us with valid and updated credit card information and You authorize us to charge such credit card for all Services listed in the order form for the initial subscription term and the renewal subscription term(s) as given hereinafter. Except as otherwise specified in the applicable order form, all subscriptions shall automatically renew for additional periods of 3 months (which subscription will be charged to Your credit card 7 days prior to the expiry of the prior term of the subscription, or if You opt to pay by cheque, on receipt of the payment), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. You may at Your option decide to change Your subscription at any time by using the appropriate order form, in which event Your earlier subscription will automatically terminate, the changed subscription will be deemed a new subscription and commence from the date on which the payment for such new subscription is received and will be valid for a period of 3 months from such date, and such changed subscription will be automatically renewed as specified above. The pricing during any such renewal term shall be the same as that during the prior term unless Service Provider has given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
10.3. All payments shall be made in advance in accordance with the billing frequency stated in the applicable order form. If You opt to pay by cheque, Service Provider will invoice You in advance and invoiced charges are due 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
10.4. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to any value-added sales, service, use or withholding taxes or any other applicable goods and service tax, assessable by any local, state, national or foreign jurisdiction (collectively referred to as "Taxes"). You are responsible for paying all Taxes associated with Your subscription and /use of the Services hereunder. If Service Provider has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Service Provider is responsible solely for taxes assessable against it based on its income, property and employees.
10.5. If You select the free trial subscription, Your subscription will be valid for 14 days only after which Your subscription will be suspended and can be reactivated only after You make the necessary payments in accordance with this Clause 10. If You do not reactivate Your account You will no longer be able access the Services.
11. Disclaimer of Warranties
12. Limitation of Liability
12.1. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, THE SERVICE PROVIDER WILL NOT UNDER ANY CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU, USERS OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND (INCLUDING ATTORNEY FEES AND COURT COSTS) WHATEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE INCLUDING (WITHOUT LIMITATION) FOR LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF TIME OR LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THEIR POSSIBILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES.
12.2. WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF THE SERVICE PROVIDER AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO THE SERVICE PROVIDER FOR THE SERVICES. IF THE SERVICES ARE PROVIDED WITHOUT CHARGE, THEN THE SERVICE PROVIDER AND ITS SUPPLIERS ETC. SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
13.1. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE SERVICE PROVIDER FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING NEGLIGENCE, COPYRIGHT INFRINGEMENT AND/OR TRADEMARK INFRINGEMENT AGAINST SERVICE PROVIDER, RELATING TO OR ARISING OUT OF YOUR AND/OR USERS' BREACH OF ANY TERM OF THIS AGREEMENT, YOUR AND/OR USERS' MISUSE OF THE SERVICE, OR ANY UNAUTHORIZED ACCESS OF THE SERVICE BY YOU OR ANY USER.
14. Intellectual Property Rights
14.1. All intellectual property rights in the Website, the Software and the Services are owned by the Service Provider and are protected by copyright and other laws. You agree that You have no right, title or interest in the Website, the Software or the Services or any part thereof except for the limited license to use the Services on and subject to the terms set forth in the Agreement. The copyright in the design and content of this Website (other that Your Data) and the trademarks SMIPIO, Lpcube and GREATWORK are all owned by the Service Provider. You confirm that this Agreement does not grant You any right, title or interest in any of the trademarks or copyrighted material available on the Website. The exclusive right to authorize or prohibit the direct or indirect, temporary or permanent reproduction of this Website by any means and in any form, in whole or in part, and to make this Website available to the public, and to distribute any copyright protected material (other than Your Data) in the Website shall remain with the Service Provider or its licensors. You agree not to reverse engineer the Services, or copy, adapt, alter or create any derivative work from any material on this Website, or to restrict or inhibit the use or enjoyment of this Website by anyone else.
14.2. You own all Your Data and Your use of the Services does not grant the Service Provider the license to use, reproduce, adapt, modify, publish or distribute Your Data for Service Provider's commercial, marketing or any similar purpose. But uploading Your Data to the Service You grant the Service Provider permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform Your Data solely as required for the purpose of providing the Services to You.
15. Term, Termination and Consequences
15.1. This Agreement shall remain effective until terminated. This Agreement will terminate (without notice) in the event that:
15.1.1. You or Users fail to comply with any provision of this Agreement; or
15.1.2. At the end of the subscription period if You have notified the Service Provider in accordance with this Agreement that You do not wish to renew the subscription; or
15.1.3. If Service Provider is unable to charge Your credit card for the subscription/renewal or if Service Provider has not received the fees for the subscritption/renewal if You opt to pay by cheque.
15.2. In addition to the above, this Agreement can be terminated by Service Provider within 30 days from notice issued to You by the Service Provider of its discontinuation of the Services or its termination of cancellation of this Agreement.
15.3. You may terminate this Agreement by giving the Service Provider 30 days advance written notice of Your intention to do so, which termination will become effective at the end of the then existing subscription period.
15.4. No refund of any fees paid to Service Provider will be made to You on termination of this Agreement.
15.5. Upon termination of this Agreement, Your right (and Users' right) to access and/or use the Services immediately ceases and the Service Provider has the right to delete Your account (and Users' accounts), the information provided at the time of registration and Your Data.
16. Change to Services
16.1. The Service Provider reserves the right to modify or discontinue the Services or any part thereof with or without notice to You. In the event the Services are discontinued, other than a pro-rata refund for any prepaid but unused portion of the Services as determined in the Service Provider's sole discretion, the Service Provider shall not be liable to You or any third party. In the event the Services are modified, You have the right to terminate the Agreement in accordance with Clause 15.3 and this shall be the only remedy available to You and the Service Provider shall not be liable to You or any third party in the event the Services are modified and the Agreement is terminated by You as specified above.
17.1. The Service Provider reserves the right to amend the Agreement at any time in its sole discretion, without prior notice to You. The amended Agreement will be effective on the amended Agreement being posted on the Website. You are therefore advised to verify the Agreement as available on the Website regularly. By continuing to use or receive the Services after the effective date of any modifications to the Agreement, You agree to be bound by the modified Agreement. If You do not agree to be bound by any of the amended terms of the Agreement at any time, Your sole and exclusive remedy is to discontinue using the Services.
18.1. All notices to the Service Provider shall be in writing and shall be made via e-mail to [email protected] and shall be effective only upon Service Provider's actual receipt of such notice. All notices to You shall be made via e-mail to the e-mail address You provide at the time of Your registration and shall be effective one (1) day after sending.
19. Governing Law and Jurisdiction
19.1. This Website is deemed to be located in Chennai, India. This Agreement, its validity, its interpretation and performance shall be governed by the laws of India without regard of any conflict of law principle or rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You agree that any dispute between the parties hereto arising out of or in connection with this Agreement (including any question regarding its validity or termination) shall be submitted exclusively to the competent courts located at Chennai, India to the exclusion of any other court that may otherwise have had such jurisdiction in the matter.