Terms of Service governing the use of Innomaint CMMS


Welcome to InnoMaint. The following points lay out systematically the terms subject to which Vijay Global Services provides access to its Computerized Maintenance Management System(CMMS) service, namely Innomaint, both in the form of Software As A Service(SAAS) or a perpetual license. The terms set out will hold good for all the categories of CMMS indicated below:

i) Facility Maintenance Software
ii) Field Service Management Software
iii) Equipment Maintenance Software

Please go through these terms of service thoroughly and carefully before registering for use of InnoMaint service as they make up a legally binding contract between the corporate entity represented or specified by the Customer(may also be interchangeably referred to as Client/ You/ Subscriber/ Business firm/ Institution, henceforth) and Vijay Global Services(may also be interchangeably referred to as VGS/Innomaint / Company/ Organization/ Service Provider/ We/ Us/ Our, henceforth), which belongs to the SMI Group of Companies. These terms coupled with the Privacy Policy available on InnoMaint website(https://www.innomaint.com/privacy-policy/), apply to Customer’s use of InnoMaint CMMS softwares.

If you are using the services on behalf of any business firm or Institution you warrant and represent that you are given due authorization to accept these Terms on behalf of such firm or institution and in addition proclaim that such an institution agrees to be responsible to us in the event of your violation of these Terms.

Innomaint reserves the right to amend these terms at any time in its sole discretion. We shall implicitly assume that your continued use of our services confirms your consent to agree with the updated terms. It is the onus of the customer to frequently check our website for any possible revision in the terms binding their use of the Services. In case of any disagreement, you ought to discontinue or refrain from usage of the Services. On becoming aware of any false information provided by clients or their breach of the underlying terms, Vijay Global Services reserves the right to terminate the services immediately.

I) VERACITY OF INFORMATION

Customer agrees to provide Vijay Global Services with complete and accurate information, to the best of their knowledge and belief, while registering for our Services, and are expected to keep us posted of any updations on such information.

II) PERMITTED USAGE

Only those who have completed 18 years of age are eligible to use our CMMS software suite. By using the Services, you represent and warrant that you:

1)are 18 years of age or older;
2)have not been previously suspended or removed from our Services whatsoever may be the reason;
3)cannot create an account name that features a trademark without authorization from the trademark owner.
4)express your willingness & obligation to abide by the terms of service put forth as under:

A. Vijay Global Services hereby grants to the Customer a non-exclusive, non-transferable right to use the maintenance management services strictly in accordance with the Permitted Usage during the period of subscription solely for the Customer’s internal business operations.

The rights provided under this Agreement shall not be considered granted to any subsidiary or holding company of the Customer. Only one subscription to the Services may be activated by any company, person or other entity. Duplicate subscriptions for any company, person or entity shall be considered a material breach of this Agreement, not capable of remedy.

B. The customer shouldn’t access, store, foist any Viruses, or any program with malicious intent throughout the period of subscription that modifies or negatively impacts the normal operation of the application. If you are suspicious of any viruses injected into the software product you should bring it to the immediate attention of the organization.

C. The customer shall desist from posting any unlawful, harmful, abusive, intimidating, defamatory, obscene, infringing, harassing, sexually or racially or ethnically offensive written information in the form of images or text or video ;

D. Vijay Global Services shall extend full cooperation with any courts, police department and other law enforcement authorities directing the organization to reveal the identity of any person or locate anyone posting any material in breach of the above said clause II. B and II. C and also provide such information to the law enforcement agencies as a statement of evidence.

E. The Customer shall not:

1) except to the degree explicitly permitted under this Agreement, make an effort to modify, duplicate, republish, frame, create entailing works from,download, display, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, transmit or distribute entire or an individual portion of the Services or Software product in any form or media or by any means; or
2) attempt to hack the code, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
3) access all or a selective portion of our Services with an intent to develop a product or service which competes with the Services of Innomaint.
4) assist unauthorized third parties in obtaining access to the Services or Software Product of the organization.

f. The Customer shall take all reasonable steps to prevent any unauthorized access to, or use of, the Services and/or the Product and, in the event of any such unauthorized access or use, promptly notify Innomaint.

g. The Customer undertakes to ensure that all Users comply with this Agreement and acknowledge that Customer shall remain responsible and liable for the acts or omissions of all Users to the same extent as Customer.

h. Responsibility for the security of any login credentials issued (including those of any Users) rests with Customer.
Customer will provide Innomaint, at the time of registration, contact information for Customer’s system administrator, who is authorized to provide the information required to configure and manage InnoMaint (super admin).

III. ALTERING PERMITTED USAGE

A. The Customer may, from time to time during any Subscription Term, purchase additional Permitted Usage in excess of that initially purchased and Vijay Global Services shall grant access to the services corresponding to such additional capability in accordance with the provisions of this Agreement.

B. If the Customer wishes to purchase additional capability(for eg:increase the count of users or equipments supported), the Customer may do so by means of contacting Vijay Global Services representative, or writing to us at support@innomaint.com. In the event of such part way change in existing subscription plan, the resulting additional Subscription fees shall be pro-rated for the remainder of the Initial Subscription Term or then current renewal period(as applicable).

C. In the event that Customer wishes to reduce the capability of current plan(eg: reduce the count of equipments or users supported), the Customer may do so by means of contacting Vijay Global Services representative or writing to us at support@innomaint.com. In the event of such part way change in existing subscription plan, the Customer must remove the previous references to those resources that he or she wishes to no longer be supported, in advance of the end of the Initial Subscription Term or then current Renewal Period (as applicable)from CMMS. The resulting decrease in subscription fee for the month of transition and the months to follow shall be applied and adjusted from the commencement of subsequent renewal period.

IV. SERVICES

Vijay Global Services shall, during the Subscription Term, provide the services to the customer on and subject to the terms of this Agreement.

A. Vijay Global Services shall use commercially reasonable endeavors to make the Services available round the clock, all days a week, except for:

1) planned maintenance carried out; and
2) unscheduled/emergency maintenance,

provided that Vijay Global Services has used reasonable endeavors to give the customer notice in advance.

B. Vijay Global Services will, as an integral part of the Services, provide the Customer with our standard annual customer support contract and Product Description manual during Normal Business Hours in accordance with the company’s Service Level Agreement Policy ,in effect, at the time of providing the services. The company may amend the Support Services Policy in its sole and absolute discretion from time to time.

C. Vijay Global Services may, at times, offer Customer certain complimentary services as free beta trials in order to gain a perception on the maturity and suitability of new feature or service for addition to the existing feature set. Customers agree that the organization has the sole authority and discretion to determine the period of time for testing and evaluation of these beta services and reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of them with or without prior notice to Customer.

D. Customer agrees that VGS will not be liable to Customer or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta services for any reason. Once the beta trial period is over, we will notify the Customer who shall arrive at a decision on furtherance of the service. If customer opts for extension of service he shall incur additional payment for the service.

E. VGS may suspend Customer’s account or any User account or temporarily disable access to whole or part of the Service in the event of any of the following:

1) any suspected illegal activity,
2) failure to activate account or verify email address within 3 days of registration or voluntary account closure by Customer.
3) requests from law enforcement or other government agencies to do so.

F. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

G. The Customer hereby grants to VGS a royalty-free, non-exclusive, irrevocable, right to gather and process State Information solely for the purposes of providing the Services, and warrants and undertakes that Customer has all necessary rights and permissions to authorize VGS to do so.

H. The Customer acknowledges that VGS will processany personal data derived from the Customer’s registration or enquiry forms in accordance with its Privacy Policy & in respect of the Services. This may include using the Customer’s email address for the purposes of bringing to the Customer’s attention any aspects of the Services, or any other services, which VGS considers may be of interest to the Customer.

V. THIRD PARTY PROVIDERS

The Customer avouches that the services of VGS may serve a gateway to third party services, and that it does so solely at its own risk. Innomaint makes no representation or commitment and shall have no say related to the content or use of, or correspondence with, any such third-party service, or any transactions completed, and any contract entered into by the Customer, with any such third party. Innomaint recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.

VI. OBLIGATIONS OF VGS

A. VGS undertakes that the services will be performed substantially in accordance with the Product manual and with reasonable skill and care, and that it has used all reasonable endeavors to ensure that the application is free from any malware or viruses.

B. The undertaking at clause VI. A shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the instructions given by VGS or modification or alteration of the Services by any party other than us and our duly authorized contracts and agents. If the services do not conform to the undertaking in clause VI.A, VGS will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause VI.A. Notwithstanding the foregoing, VGS:

1) Does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Product Description and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

2) Shall not be held responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Product Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

C. Customer acknowledges that the Service has not been developed to meet Customer’s individual requirements, and therefore the responsibility of ensuring the facilities and functions of the Services meet Customer’s requirements vests with the customer.

D. Customer goes further in acknowledging that it is impossible to test the Service well in advance in every possible operating platform and environment and it is impractical to deliver a Service which is 100% error free under all circumstances.

E. The Customer concedes that no data transmission over the Internet can be guaranteed to be perfectly secure. VGS is not responsible for any fraudulent activity in the network communication system beyond the jurisdiction of Vijay Global Services. Customer is responsible for maintaining the security of their networks, servers, applications and Artifact Resources.

F. Nothing in this Agreement shall prevent VGS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.

VII. OBLIGATIONS OF CUSTOMER

The Customer shall:

A. provide VGS with all necessary co-operation in relation to this Agreement and all required access to such information as may be required by VGS in order to deliver the Services.

B. comply with all applicable laws and regulations, which may be revised from time to time, with respect to its activities under this Agreement.

C. go about all other customer responsibilities detailed in this Agreement in a prompt and efficient manner. In the event of any delays in the Customer front on providing the prerequisite infrastructure, hardware etc, VGS will agree to adjust by waiting for a reasonably necessary time;

D. ensure that the services and software product(s) of VGS are strictly used in compliance with the terms and conditions of this Agreement.

E. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Innomaint, its contractors and agents to perform their obligations under this Agreement.

F. ensure that the network and system specifications at the client premises satisfy the minimum requirements stated by VGS from time to time.

G. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to VGS data centers.

VIII. CHARGES AND PAYMENT

A. The customer owes payment of subscription fees to Innomaint for the access to and use of the services of the organization. The cost incurred towards the Permitted Usage in accordance with the details entered in Registration Form and further requests from customer for increased or reduced capabilities, as stated in clause III. B & III. C.

B. The Customer shall on the Effective Date provide to Innomaint valid, up-to-date and complete credit card details or approved purchase order information acceptable to Innomaint and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorizes Innomaint to bill such credit card:

1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
2. on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

C. All amounts and fees stated or referred to in this Agreement:

1. shall be payable in the currency specified on the Registration Form;
2. are non-cancellable and non-refundable;
3. are exclusive of value added taxes or sales tax (as applicable) such as G.S.T, which shall be added to Innomaint invoice(s) at the appropriate rate.

D. Innomaint shall be entitled to revise the Subscription Fees, or the fees payable in respect of the additional Permitted Usage purchased pursuant to clause III.B & C, at the start of each Renewal Period upon 30 days’ prior notice to the Customer and the Subscription Fees as stated in the notice shall come into force accordingly.

E. For paying accounts, the service is billed annually or monthly in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any subscription period. No refunds or credits will be provided in the event that the customer doesn’t utilize all its allocation of Artefacts Resources.

F. Innomaint reserves the right to suspend Customer’s access to the Service immediately if the latter fails to provide the organization with current valid credit card details that enable Innomaint to recover any outstanding fees and charges, in full. Innomaint will notify the customers on the invalid status of any credit cards by means of Settings, Email or Payment Screen, in advance. If the remittance of payment of outstanding fees and charges is delayed by 7 days beyond the due date for payment, customer’s account on record and all associated data will be deleted from our servers and Innomaint will be entitled to suspend Customer’s access to the Services for up to 45 days, and/or terminate this Agreement without any liability.

IX. PROPRIETARY RIGHTS

A. The Customer acknowledges and agrees that Innomaint and/or its licensors own all intellectual property rights in the Services and the Products. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Products.

B. Without limitation on the clause immediately above, all trademarks, logos and service marks (the Trade Marks) which appear on Services or products are registered by Innomaint and unregistered Trade Marks are licensed for use by Innomaint by the owners of those Trade Marks.

C. Other trademarks are proprietary marks and are registered to their respective owners.

D. Nothing contained in the Services should be construed as granting any license or right to use any trademarks displayed on the Service without written permission from Innomaint or such other trademark owner.

X. INDEMNITY

A. The Customer shall defend, indemnify and hold harmless Innomaint against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Product, provided that:

1. The Customer is given prompt notice of any such claim;
2. Innomaint extends reasonable cooperation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
3. The Customer is given sole authority to defend or settle the claim.

B. Innomaint shall defend the Customer: Its office- bearers and employees against any claim that its services or products infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

1. innomaint is given prompt notice and full details of any such claim;
2. the Customer provides all co-operation sought by Innomaint in the defense and settlement of such claim, at InnoThink InfoTech expense;
3. innomaint is given sole authority to defend or settle the claim; and
4. innomaint shall have no obligation under this clause in respect of any alleged infringement specified in clause XI.D below.

C. In defense of or settlement of any claim, Innomaint may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such courses of action are not reasonably practicable at a reasonable cost in its absolute discretion, terminate this Agreement within 2 Business Days without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

D. In no event shall Innomaint, its employees, agents and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on:

1. a modification of our Services or Product(s) by anyone other than the persons duly authorized by us; or
2. the Customer’s use of the Services or Product in a manner contrary to the instructions given to the Customer by Innomaint; or
3. the Customer’s use of the Services or Product(s)after notice of the alleged or actual infringement from Innomaint or any appropriate authority.

XI. LIMITATION OF LIABILITY

A. This clause undertakes the entire financial liability of Innomaint(including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

1. arising under or in connection with this Agreement;
2. in respect of any use made by the Customer of the Services and Product(s) or any part of them; and
3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

B. Except as explicitly and specifically provided in this Agreement:

1. The Customer assumes sole responsibility for results obtained from the use of the Services and Product(s)by the Customer, and for conclusions drawn from such use. Innomaint shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Customer in connection with the Services, or any actions taken by Innomaint at the Customer’s direction;
2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
3. The Services and the Product(s)are provided to the Customer on an “as is” basis.

C. Nothing in this Agreement excludes the liability of Innomaint:

1. for death or personal injury caused by negligence of Innomaint; or
2. for fraud or fraudulent misrepresentation.

D. Subject to clause XII.B and clause XII.C:

Innomaint shall not be liable whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:

1. loss of profits, loss of business, depletion of goodwill and/or similar losses; or
2. loss or corruption of data or information, or
3. pure economic loss, or
4. for any special, indirect or consequential loss, costs, damages, charges or expenses

however, arising under this Agreement; and

E. Innomaint’s total aggregate liability in contract (including in respect of the indemnity at clause X.B), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of USD7200 (seven thousand two hundred US dollars) and 100% of the total Subscription Fees paid and payable by the Customer during the 12 months immediately preceding the date on which the claim arose.

XII. TERM AND TERMINATION

A. This agreement shall, unless otherwise terminated as provided in this clause XII, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter this Agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a Renewal Period), unless:

1. either party notifies the other party of termination (in writing) before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of this Agreement.

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

B. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
3. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
7. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in earlier clauses;
11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

C. On termination of this Agreement for any reason:

(a) all licenses granted under this Agreement, and the Customer’s right to use the Services, shall immediately cease
(c) Customer will have no access to State Information derived from the Services;
(d) each party shall return and make no further use of any equipment, property, Product and other items (and all copies of them) belonging to the other party;
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

XIII. FORCE MAJEURE

Innomaint shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Innomaint or any other party), failure of a utility service or transport or telecommunications network, miraculous acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or in default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

XIV. CONFIDENTIALITY

A. Each party (the Receiving Party) shall keep the other party’s (the Disclosing Party’s) confidential information secretive. In the case of Innomaint as the Disclosing Party, this includes all information (of any kind and in any format which comes to the knowledge, possession or control of customer in any way) relating to Innomaint business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or the manner in which the same was confided.

B. The Receiving Party shall not without the prior written consent of Innomaint use, disclose, copy or modify the Disclosing Party’s Confidential Information (or permit others to do so) other than as strictly necessary for it to be able to do what it is permitted and required to do under this Agreement and, where disclosure to its officers, employees, agents, professional advisers and contractors is necessary, Receiving Party shall ensure such persons are made aware of and agree in writing to observe these same obligations.

C. Confidential Information shall not include:

1. any information that was known to the Receiving Party before that information was revealed by the Disclosing Party; or
2. any information that is in or subsequently comes into the public domain (through no fault of the Receiving Party); or
3. any information that is received by the Receiving Party without restriction on disclosure or use from a third party lawfully entitled to make the disclosure to the Receiving Party without such restrictions; or
4. any information that is developed by any of the Receiving Party’s employees who have not had any access to, or use or knowledge of, that information imparted by the Disclosing Party; or
5. any information that the parties agree in writing is not confidential.
6. Each party may disclose any confidential information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
7. Customer hereby grants Innomaint a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub licensable right and license to use any comments, suggestions, proposals or recommendations (“Feedback”) made by or on behalf of Customer in respect of the Services, and any such Feedback shall not be considered the Customer’s Confidential Information.
8. Subject to clause above, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

XV. ENTIRE AGREEMENT

A. This Agreement constitutes the entire and exclusive agreement between Innomaint and Customer with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. Purchase orders placed by Customer shall be for the sole purpose of specifying the Services that Customer wishes to purchase or has purchased. Any other terms stated in any purchase order delivered to Innomaint by Customer shall have no effect.

B. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

XVI. ASSIGNMENT

A. The Customer shall not, without the prior written consent of InnoThink InfoTech, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

B. InnoThink InfoTech may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

XVII. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

XVIII. THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts.

XIX. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India.

XX. CONCLUSION

A. The definitions and rules of interpretation in this clause apply in this Agreement.

1. Agreement: the agreement constituted by Customer’s acceptance on completing the Registration Form of these Terms of Service, any additional service-specific terms, and the details of Customer’s subscription on the Registration Form.

2. Business Day: a Day other than a Saturday, Sunday or public holiday in India when banks in India are open for business.

3. Customer Data:the data inputted by the Customer for the purpose of using the Services or facilitating the Customer’s use of the Services.

4. Customer: the corporate entity specified as the Customer on a Registration Form;

5. Effective Date: the start date of Customer’s Initial Subscriptio111n Term as specified in the Registration Form.

6. Initial Subscription Term: the initial term of this Agreement as set out in the Registration Form, which is usually either 1 month or 12 months, or 3 years based on the customer’s subscription plan.

7. Vijay Global Services: A software product development company registered in Madurai

8. Normal Business Hours: 9.00am to 8pm IST time, each Business Day.

9. Permitted Usage: the use of the Services as specified with reference to the number of user, number of equipments on the Registration Form, as increased or decreased by the Customer in accordance with this Agreement.

10. Product Description: The document made available to the Customer by Innomaint online via https://www.innomaint.com or such other web address notified by Innomaint to the Customer from time to time which sets out a description of the Services and user instructions for the Services.

11. Registration Form: the online ordering for the Services completed by the Customer.

12. Renewal Period: the period described in clause XII.A

13.Subscription Fees: the subscription fees payable by the Customer to InnoThink InfoTech for the Permitted Usage, as set out in the Registration Form.

14. Subscription Term: has the meaning given in clause XII.A (being the Initial Subscription Term together with any subsequent Renewal Periods).

15. Support Services Policy: Innomaint policy for providing support in relation to the Services as made available at https://www.innomaint.com or such other website address as may be notified to the Customer from time to time.

16. User: any person to whom Customer provides access to or otherwise make available the Service in whole or in part in any form.

17. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

B. We may revise these Terms of Service and any charges applicable to the Services, at any time by updating this posting or (in the case of increases to the charges) notifying you by means of email. Please check this page time to time to review the current Terms of Services. Innomaint will notify customer of any changes as they occur, and they will be binding on Customer as from the start of the Subscription Term following the date of the change.