Terms of Service
Please read this terms of service and any other policies and documents referenced in this terms of service, which make up the “agreement.” Please read the agreement carefully before continue using this service. Agree: by using the service or clicking ‘Sign up’, Client is agreeing to accept the agreement and if Client is not an individual, individual who clicks “Sign up” has the appropriate authority to bind the Client to the agreement. Cancel: if client does not wish to get the service by agreeing to this agreement, then use the ‘Cancel’ option to skip the registration; but then Client cannot use the service. This agreement is between Propznet Technologies. (Propznet) and the entity or individual agreeing to these terms (Client).
Subject to this Agreement, Propznet provides client a non-exclusive, non-transferable, non-sub-licensable revocable license (License) to access and use a cloud based software service when client registers for a Propznet account and as further outlined at www.propznet.com (Service). The License is granted for the Term (as defined below) of this agreement.
2. Use of Service
a. Client Owned Data. By registering for our Service you will provide necessary Information so you can use the Service, including, but not limited to, company name, individual name, address, phone number and email address.
b. Access to Client’s Account. Client can allow Other Users to access client’s account. Such access must be for the sole benefit of Client. Client is solely responsible for all access granted to Other Users and the actions of Other Users on Client’s account. Propznet will not accepts any liability or take responsibility for any actions by any Other User on Client’s account. It is our policy that Propznet, its directors, officers, employees, agents or consultants will not make any changes to Client Data, except in the event of a termination of this Agreement. However, in certain circumstances, Propznet, its directors, officers, employees, agents or consultants will make changes to Client Data, including changes or amendments to files if a Client or a Client’s Other Users request such changes or amendments. Sometimes Propznet, its directors, officers, employees, agents or consultants need to change information in a Client’s account so that Propznet can fix technical issues that prevent Propznet from properly delivering its Service.
c. Client Responsibilities. Client (i) must keep its login credentials secure and confidential; (ii) is solely responsible for Client Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Propznet immediately if any unauthorized access.
d. Third Party Services. Client can use certain third party services integrated into the Service. These third party services are not provided by Propznet. Client agrees to hold harmless and release Propznet and the Released Parties (defined below) from any liability relating to Client’s use of the third party services or integration of the Services with the third party services. Client’s ability to use the third party services may be limited according to the third party’s terms and conditions. When Client integrates with a third party service, Client authorizes Propznet to share any Client Data, whether confidential or not, with the third party service so Client can take advantage of integration with Propznet. Any links to a third party service or website Client finds in the Service or on propznet.com are provided for convenience only and Propznet does not control or endorse any material or information found on those third party sites.
e. Trial Version. If Client has registered for a trial use of the Service, Client may access the Service for a trial period granted by Propznet. The Service is provided AS IS, without warranty during this time period. All Client data may be deleted after the trial period, unless Client converts its account to a non-trial account.
Client must pay all fees as specified on the order, but if not specified then within 10 days of receipt of an invoice. Client is responsible for the payment of all sales, use, withholding and GST. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
4. Mutual Confidentiality
a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Propznet’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout).
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
5. Propznet Property
a. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by Propznet as part of the Service are the proprietary property of Propznet and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain with their respective owners. Clients may not remove or modify any proprietary marking or restrictive legends in the Service. Propznet reserves all rights unless expressly granted in this agreement.
b. Restrictions. Client may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service, including, but not limited to uploading or distributing in any way files that contain viruses or corrupted files that may damage the operation of the Services; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
6. Term and Termination
a. Term. This agreement continues until Client or Propznet terminates the Client account (Term).
b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. Return of Client Data.
- Within 30-days after termination, upon request Propznet will make the Service available for Client to export the Client Data.
- After such 30-day period, Propznet has no obligation to maintain the Client Data and may destroy it.
d. Return or Destroy Propznet Property Upon Termination. Upon termination of this agreement for any reason, Client must pay Propznet for any unpaid amounts, and destroy or return all property of Propznet. Upon Propznet’s request, Client will confirm in writing its compliance with this destruction or return requirement.
e. Aggregate Data. During and after the Term, Propznet may use non-personally identifiable Client Data for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
f. Suspension of Service for Violation of Law. Propznet may temporarily suspend the Service or remove the applicable Client Data, or both, if it in sole discretion acting reasonably believes that, as part of using the Service, Clilent has violated a law. Propznet will attempt to contact Client in advance before Propznet suspends the Service.
7. Service Level Agreement/Warranty and Remedy
Warranty. Propznet warrants to Client that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding scheduled outages, force majeure, and outages that result from any Client technology issues).
- Availability Warranty: 98%
- Credit: 25% of previous monthly fee if below the warranty
Limited Remedy. The Service may be interrupted or contain an error. Client’s exclusive remedy and Propznet’s sole obligation for its failure to meet the warranty above will be for Propznet to provide a credit for the applicable month as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that Client notifies Propznet of such breach within 30 days of the end of that month. In addition, Clients under a prepaid annual contract can terminate this agreement upon notice to Propznet if the performance falls below the availability warranty, and Propznet will refund such a Client a pro-rated amount of any fees paid to Propznet for the Service.
8. Liability Limit and Disclaimer
a. Limit on purposes of services. The services are not designed to replace professional advice, such as tax and accounting advice.
b. Disclaimer. Except as expressly provided in this agreement, the services are not guaranteed and are provided “as is.” While Propznet takes reasonable, physical, technical and administrative measures to secure the service, Propznet gives no representations, warranties or conditions of any kind, express or implied, including without limitation representations, warranties or conditions as to uninterrupted or error free or virus free service, accessibility, privacy of files, security, merchantability, quality or fitness for a particular purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade.
c. Limitation on Liability. Propznet, ITS DIRECTORS, Officers, agents, contractors, Shareholders or affiliates (RELEASED PARTIES) will not be liable in any way for any claim for: (a) punitive, EXEMPLARY or aggravated damages; (b) damages for loss of profits or REVENUE, failure to realize expected savings, loss of use or lack of availability of client data; (c) indirect, CONSEQUENTIAL or special damages, ARISING from or in connection with the services, regardless of WHETHER or not Client informed or advised Propznet of the possibility of such damages; (d) Contribution, indemnity or set-off in respect of any claims against Client; (e) any damages whatsoever relating to third-party products, client materials or any goods or services not developed or provided by Propznet; or (f) any damages whatsoever relating to interruption, delays, errors or OMISSIONS EVEN IF SUCH INTERRUPTION, DELAYS, ERRORS OR OMISSIONS WERE CAUSED BY ANY OF THE RELEASED PARTIES.
d. Total limit on Liability. Propznet’s liability for all damages arising out of or related to this agreement (whether in contract, warranty tort, including negligence, or otherwise) does not exceed the amount paid by Client within the 12 month period prior to the event that gave rise to the liability.
If any third-party brings a claim against Propznet or any of the Released Parties related to Client’s acts, omissions, data or information within the Services, Client must defend, indemnify and hold Propznet or the Released Parties harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
10. Governing Law and Forum
Any dispute arising out of or related to this agreement must be exclusively brought in a court of competent jurisdiction in Kerala, India. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. Amendment of Service and Terms
Propznet can, without notice and in Propznet’s sole discretion, without any notice or liability to Client, terminate Client’s right to the License to use the Service or any part of the Service. Propznet can also terminate, without any notice or liability to Client, any part of the Service. Propznet is constantly adding new products and features to the Service, so Propznet can amend this Agreement as Propznet sees fit. If Client does not approve of any amendments or modifications, then Client must quit using the Service.
12. Other Terms
a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Cient is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
b. No Assignment. Client may not assign or transfer the Agreement or a Client account to a third party, unless as part of a merger or sale of substantially all the assets of Client.
c. No Partnership. Nothing in the Agreement creates a partnership or joint venture between the Client and Propznet. Propznet is not providing Client with any advice, including financial, accounting, or tax.
d. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
e. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
f. Survival of Terms and no CISG. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
g. English. The parties have agreed that this agreement and the related documents be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
h. Age of Majority. By clicking “Sign Up”, the Client certifies that the Client is of the age of majority in whatever jurisdiction the Client is located.
Ground Floor, Vismaya Infopark,
Kakkanad, Kochi, India
Rev. August 7, 2017