This Software as a Service Agreement is a contract between you (the “Customer”) and us, Genowire IT Consulting Pvt Ltd. (the “Company”), for your use of web hosting and associated services. (the “Service”). Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not use the Service. This agreement begins immediately on signup and will continue until all subscriptions are terminated.
If the parties have a fully executed agreement covering the Service, that agreement supersedes this agreement.
- Grant of License to Access and Use the Services: The Company hereby grants the Customer, including all users authorized by the Customer, a non-exclusive, non-sublicensable, non-transferable, royalty-free, and worldwide license to access the GwHosting platform (the “Service”) for the Customer’s internal use only. business operations (the “Platform”), under the terms and policies of the company listed at https://gwhosting.net/terms.
- Support Services
2.1. Initial Support: For [1] month from the effective date and at the Company’s own expense, it will provide the Customer with the following.
(a) chat or electronic support during the Company’s normal business hours to help Customers find and fix problems with the Service and any related software,
(b) and the Internet-based support system is generally available seven days a week, twenty-four hours a day.
2.2. Renewed Support: After the initial support period of [1] month, the customer can choose to renew the support services of the company under this paragraph for further periods of [1] month, at service rates in the current ones.
- Service Levels
3.1. Applicable Levels: The Company will provide Customer Service with system availability of at least 99.5% during each calendar month.
3.2. System Maintenance. Company may
(a) interrupt the Service for scheduled maintenance for which it provides the Customer with a written schedule (although this scheduled maintenance time will not be counted as system availability). and
(b) change its maintenance schedule by giving the Customer [one] month’s written notice.
3.3. System Availability Definition
(a) Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
(b) Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
(i) scheduled maintenance,
(ii) events of force majeure,
(iii) malicious attacks on the system,
(iv) issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
(v) Company’s inability to deliver services because of Customer’s acts or omissions.
- Publicity
4.1. Consent. Company may use Customer’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.
- User Obligations
5.1. Hardware Obligations. The customer shall be responsible for
(a) obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and
(b) paying all third-party access charges incurred while using the Service.
5.2. Anti-Virus Obligations. The customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).
5.3. Customer’s Use of Services. Customer shall
(a) abide by all local and international Laws and regulations applicable to its use of the Service,
(b) use the Service only for legal purposes, and
(c) comply with all regulations, policies, and procedures of networks connected to the SaaS.
- Restricted Uses. Customer will not
6.1. upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
6.2. modify, disassemble, decompile or reverse engineer the Service,
6.3. probe, scan, test for vulnerability or bypass any security mechanism used by websites, servers, or networks connected to the Service.
6.4. take any action that causes an unreasonable or disproportionately large load on websites, servers, or networks connected to the Service,
6.5. copy or reproduce the Service,
6.6. access or use any other clients’ or their users’ data through the Service,
6.7. maliciously reduce or impair the accessibility of the Service,
6.8. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or
6.9. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
- Ownership of Intellectual Property.
The Company retains all interests in and to the Services, including all documentation, modifications, improvements, upgrades, source words and all other intellectual property rights related to the Services, including the company name, logos. and trademarks created through the Service.
- Cancellation
8.1. Cancellation on Notice. Either party may terminate this Agreement for any reason within 1 business day from the other party.
8.2. Cancellation for Material Breach. Either party may terminate this Agreement with immediate effect by giving notice of termination to the other party, if
(a) the other party does not perform, undertake or do anything inconsistent with, or otherwise in material breach of, its obligations, covenants or representations, and
(b) the failure, error or breach continues for 7 business days after the aggrieved party has given reasonable notice of the breach to the breaching party.
8.3. Cancellation of non-payment. Company may terminate this Agreement with immediate effect by sending Customer notice of termination if Customer fails to pay the monthly subscription fee on time 2 times during any 12 months..
- Effect of Cancellation
9.1. Refund Amounts. The Company will not issue a refund unless the subscription is canceled within 60 calendar days of signing up. If the subscription is canceled within 60 calendar days, the Company will refund the entire last payment upon request.
9.2. Pay Outstanding Amounts. The Customer shall immediately pay to the Company all amounts due as of the date of termination and all amounts outstanding as a result of termination.
9.3. Discontinuance of Use. The customer stops all the use of the service at the effective end date.
9.4. Recovery of Data. The customer has 2 days from the termination date to delete any data that the customer wishes to keep.
- Indemnification
10.1. Indemnification by Company.
(a) Indemnification for Infringement Claims. Subject to exceptions, the Company (or the Indemnified Party) will indemnify the Customer (or the Indemnified Party) against all losses and expenses arising out of any proceeding.
(i) brought by a third party, and
(ii) arising out of a claim that the Services infringe the third party’s Intellectual Property rights.
(b) Qualifications for Indemnification. Company will be required indemnify Customer only if
(i) Customer’s use of the Services complies with this agreement and all documentation related to the Services,
(ii) the infringement was not caused by Customer modifying or altering the Services or documentation related to the Services, unless Company consented to the modification or alteration in writing, and
(iii) the infringement was not caused by Customer combining the Services with products not supplied by Company, unless Company consented to the combination in writing.
10.2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding
(a) brought by either a third party or an indemnified party, and
(b) arising out of the indemnifying party’s willful misconduct or gross negligence.
10.3. Notice and Failure to Notify
(a) Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
(i) notify the indemnifying party of the indemnifiable proceeding, and
(ii) deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
(b) Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
10.4. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.
- Limitation on Liability
11.1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
11.2. Maximum Liability. Company’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the 12 months preceding the date upon which the related claim arose.