Last Updated : 7th July 2011
This agreement ("Agreement" or "Terms of Service") describes the
terms on which Mobius Solutions Private Limited ("Company"), a
company registered under the Companies Act of India, 1956, offers access to and
use of the Application Services (defined below) to you under the brand name "EazeWork"
owned by the Company. This Agreement is effective on the date of your Registration
at www.eazework.com and selection of the
checkbox of "I agree to Terms of Service and Privacy and Security Policy" by you.
If you are accepting on behalf of your employer or another entity, you represent
and warrant that: (i) you have full legal authority to bind your employer, or the
applicable entity, to these terms and conditions; (ii) you have read and understand
this Agreement; and (iii) you agree, on behalf of the party that you represent,
to this Agreement. If you don't have the legal authority to bind your employer or
the applicable entity, please do not select the checkbox of "I agree to Terms of
Service and Privacy and Security Policy" mentioned above. This Agreement governs
your access to and use of the Application Services. By registering for the Application
Services, you agree to be bound by this Agreement every time the Application Services
are used. You shall not use the Application Services unless it agrees with this
Agreement in its entirety. You are hereinafter referred to in this Terms of Service
as the "the Client".
SERVICES PROVIDED BY COMPANY
1.1 The Company shall provide Application
Services to the Client during the Term of this Agreement on an "as is" and "as available"
basis. For using the Application Services, the Client shall register online for
an End User Account with the Company at www.eazework.com,
and shall provide its full legal name, a valid email address and other information
requested during the registration process for successful registration ("Registration").
Upon Registration, the Company shall provide the Client with a password and an Admin
Account to use for administering End User Account(s), and other relevant features
of the Application Services.
1.2 After Registration, the Client may
choose to become either a Trial Client or a Paid Client.
If the Client chooses to become a Trial Client, it shall be permitted to use the
Application Services free of cost through the limited number of End User Accounts
and subject to any other conditions as specified on the Trial Registration Page.
A Trial Client can hold only one End User Account.
If the Client chooses to become a Paid Client, it shall be permitted to use the
Application Services upon payment of relevant Charges. The Application Services,
Edition, number of End User Accounts and the Term to which Paid Client is subscribing
to, will be as specified on the Purchase Page. A Paid Client may choose to change
his Edition to a higher priced Edition ("Upgrade") at any time,
subject to payment of Charges specified in Clause 4. A Paid Client may also change
the Edition to a lower priced edition ("Downgrade") at any time,
and such Downgrade will be effective within a period of two (2) working days from
the date of request.
1.3 The Client may use the Application
Services to provide End User Accounts to its End Users and to administer End User
Accounts through the Admin Console.
1.4 All facilities used to store and process
Client Data will adhere to reasonable security standards no less protective than
the security standards at facilities where Company stores and processes its own
information of a similar type. The Company has implemented at least industry standard
systems and procedures to ensure the security and confidentiality of Client Data,
protect against anticipated threats or hazards to the security or integrity of Client
Data, and protect against unauthorized access to or use of Client Data.
1.5 The Company shall continuously improve
and develop the Application Services, which may lead to a change to, or addition
or removal from the content and features of the Application Services at the Company's
sole discretion. However, the Company shall strive to minimize negative impact of
any such changes.
1.6 Availability of Application
(a) During the Term of this Agreement,
the web interface for the Application Services will be operational and available
to the End Users of a Paid Client at least [ 99.9% ] of the time in any calendar
year ("Assured Uptime").
(b) It is clarified that if the Application
Services are unavailable to the End Users of a Paid Client in any of the following
situations, then it will not be counted while calculating the availability of Application
Services under this sub-section: (i) those times when the Company informs the Paid
Client of the unavailability of the Application Services at least [ two ] days in
advance ("Scheduled Downtime"); or (ii) performance issues caused
by factors outside the Company's control; or (iii) performance issues resulting
from Paid Client's equipment or third party equipment.
(c) In the event that the Company does
not provide Assured Uptime, and if the Paid Client has not breached any of its obligations
under this Agreement, the Paid Client will be eligible to receive the Service Credits
specified below, and the receipt of such Service Credits shall be the Paid Client's
sole and exclusive remedy for any failure by Company to provide the Application
Yearly Uptime Percentage
Days of Application Services added to the end of the Term, at no
charge to the Paid Client
[99.00 % - 99.90%]
5 days for each End User Account active at that point of time
[95.00% - 99.00%]
15 days for each End User Account active at that point of time
[ < 95.00% ]
30 days for each User active at that point of time
(d) The Paid Client must make a written
request, including by email, to the Company in order to receive the Service Credits
within a period of thirty (30) days from the time the Paid Client becomes eligible
to receive a Service Credit. In the absence of a written request in this regard,
the Paid Client will be deemed to have forfeited its right under this Clause 1.6.
(e) The maximum number of Service Credits
that may be issued by the Company to the Paid Client during a Term may not exceed
 days of Application Services added to the end of the Paid Client's Term for
the Application Services.
(f) The Service Credits cannot be
exchanged for or converted into monetary amounts.
(g) If the Term is less than one year,
the Service Credits will be calculated on a pro-rata basis and added to the end
of the Term,
1.7 Technical Support
(a) The Company shall provide only basic
online training and remote support through multiple channels (including chat, or
phone, or email or online forums) free of cost to the Paid Client. The Company retains
the right to change these support services at any point of time.
(b) The Company may provide detailed or
advanced training, or other professional services in relation to the use of Application
Services, as mutually agreed to by Company and Client ("Professional Services").
Prior to the scheduling of such Professional Services, the Client must enter into
a Professional Services Agreement with the Company separate from this Agreement.
1.8 Database and Bandwidth
(a) We believe in fair use policy and
have provisioned enough computing resources for smooth operations. But to prevent
inconvenience to other businesses who are hosted on the shared cloud infrastructure
we monitor resources and track consumption. Each Client will have a predefined database
and bandwidth available for use based on the number of users and the type of application
subscribed to. These details are available on the Application home page.
(b) Bandwidth and database usage will
be monitored at aggregate company level and only when the overall limits are being
crossed any additional charge will be applicable
(c) If the monthly usage of bandwidth or
the database size exceeds the limit then the following charges would have to be
- Rs 500 one time for each additional GB of storage
- Rs 250 per 200 MB of bandwidth
which is used above the monthly threshold
(d) These charges will be payable immediately
on being billed
2.1 Client will comply with this Agreement
at all times, and will use best efforts to ensure its End Users do the same. Client
may access the Application Services, but has no right to receive a copy of the object
code or source code to the software being used by Company for providing such Application
Services. The Client must have a high speed internet connection, and hardware and
software that is compatible with the Application Services and the Company is not
responsible for the same. The Company may make additional applications, features
or functionality available from time to time through the Application Services, the
use of which may be contingent upon Client's agreement to additional terms.
2.2 Client may specify one or more Administrators
through the Admin Console who will have the rights to access the Admin Account and
to administer the End User Accounts. Client is responsible for: (a) maintaining
the confidentiality of the password and Admin Account; (b) designating those of
its employees who are authorized to access the Admin Account; and (c) ensuring that
all activities that occur in connection with the Admin Account comply with the Agreement.
Client agrees that Company's responsibilities do not extend to the internal management
or administration of Client's electronic messaging system or messages.
2.3 Client will use all commercially reasonable
efforts to prevent unauthorized use of the Application Services, and to terminate
any unauthorized use. Client will promptly notify Company of any unauthorized use
of, or access to, the Application Services of which it becomes aware.
3. TERM OF THE
3.1 The term for End User Accounts shall
be as specified in the Trial Registration Page or the Purchase Page, as the case
may be, beginning on the Service Commencement Date ("Term").
4. CHARGES, BILLING
AND PAYMENT TERMS
4.1 The Paid Client shall be entitled
to use the Application Services upon advance payment of Charges as specified in
the Purchase Page.
4.2 Modification of Charges
(a) The Paid Client may switch between
Editions at any time during the Term by paying the differential costs as specified
in the Purchase Page. The applicable costs for Upgrade and Downgrade in Edition
will be in accordance with the following:
(i) All Upgrades, and the use of
add-ons or other services provided by the Company are subject to Additional Charges
in accordance with the current price list available at:
www.eazework.com. Such Additional Charges will become applicable from the
date the Upgrades are ordered by the Paid Client.
(ii) All Downgrades shall lead to
a change in Charges in accordance with the current price list available at:
www.eazework.com. However, change in Charges by reason of Downgrade will
be applicable only from the month following the month in which the Downgrade has
been requested by the Paid Client. Month is measured from the Service Commencement
Date and may not be same as a calendar month.
(b) The Charges are subject to change
by the Company, which shall give the Paid Client at least thirty (30) days notice
either on the website at: www.eazework.com, by email or by posting on the Applications.
(a) Each Paid Client shall be charged
in advance for the Application Services on the first day of every calendar month
following the Service Commencement Date. A Paid Client will be required to pay in
advance in accordance with options provided in the Purchase Page.
(b) The Company shall bill the Paid Client
only with respect to the number of End User Accounts subscribed to by the Paid Client,
and such billing will commence from the Service Commencement Date.
4.4 Other payment terms
(a) All payments due under this Agreement
shall be made in advance in Indian National Rupee (INR) unless otherwise indicated
on the Purchase Page or invoice.
(b) If payment is not received as a result
of invalid credit card, the Company may immediately disable or cancel the Application
Services, in its sole discretion.
(c) Fees for orders where Company issues
an invoice are due upon Paid Client's receipt of the invoice, and are considered
delinquent thirty (30) days after the date of the applicable invoice.
(d) Delinquent payments may bear interest
at the rate of % from the payment due date until paid in full. Paid Client will
be responsible for all reasonable expenses (including attorneys' fees) incurred
by Company in collecting delinquent amounts, except where such delinquent amounts
are due to Company's billing inaccuracies.
(e) The Paid Client is responsible for
payment of any taxes, and will pay the Company for the Application Services without
any reduction for such amounts.
(f) The Company may at its sole discretion
offer a refund to a Paid Client where availability of the Application Services has
been significantly restricted for reasons solely attributable to the Company.
5. SUSPENSION OF
If the Client or any of its End Users materially violates this Agreement, the Company
will provide the Client with notice of this violation, including by email and will
use commercially reasonable efforts to discuss and resolve the violation with Client.
However, if the violation is not resolved to Company's reasonable satisfaction,
then Company reserves the right to suspend the Client's access to the Application
Services, or to particular components of the Application Services. If, after all
of the foregoing, Client still has not cured a violation within thirty (30) days
of the commencement of a suspension under this Section, then Company may immediately
terminate the Application Services for cause.
6.1 The Company will protect information
disclosed by the Client under this Agreement that is marked as confidential or would
normally be considered confidential under the circumstances ("Confidential Information").
The Company will protect the Client's Confidential Information with the same standard
of care it uses to protect its own Confidential Information; and will not disclose
the Confidential Information, except to affiliates, employees and agents who need
to know it and who have agreed in writing to keep it confidential. The Company (and
any affiliates, employees and agents to whom it has disclosed Confidential Information)
may use Confidential Information only to exercise rights and fulfil obligations
under this Agreement, while using reasonable care to protect it. The Company is
responsible for any actions of its affiliates, employees and agents in violation
of this section. However, Confidential Information does not include information
that: (a) the Company already knew; (b) becomes public through no fault of the Company;
(c) was independently developed by the Company; or (d) was rightfully given to the
Company by another party.
6.2 The Company may disclose the Client's
Confidential Information when required by law but after using commercially reasonable
efforts to notify the Client.
Except as expressly set forth herein, this Agreement does not grant either party
any rights, implied or otherwise, to the other's content or any of the other's intellectual
property rights which means all current and future rights under applicable patent
law, copyright law, trademark law or other similar rights collectively referred
to as "intellectual property rights" ("Intellectual Property Rights").
As between the parties, Client owns all the Intellectual Property Rights in Client
Data, and Company owns all Intellectual Property Rights in the Application Services.
The person undertaking Registration for the purpose of use of the Application Services
by a Client must be a human being of legal age, acting for himself or a legal entity.
An account registered by automated means shall not be accepted. Unless Company
specifically agrees in writing, the Client will not, and will use commercially reasonable
efforts to make sure a third party does not: (a) alter the web pages displaying
the Application Services to End Users; (b) alter information transmitted through
the Application Services to End Users (except as required to comply with the terms
of this Agreement or commercially reasonable internal policies of Client); (c) share
content or documentation provided by Company to Client; (d) except as expressly
authorized in the Agreement, sell, resell, lease, or the functional equivalent,
the Application Services to a third party; (e) attempt to reverse engineer the Application
Services or any component of the Application Services; (f) attempt to create a substitute
or similar service through use of, or access to, the Application Services; or (g)
use the Application Services for illegal activities.
The Company may list the Client as a customer and use the Client's logo on the Company's
website, on publicly available customer lists, and in media releases.
10.1 Each party represents that it has full power
and authority to enter into the Agreement and it will comply with all laws and regulations
applicable to its provision, or use, of the Application Services, as applicable.
10.2 The Client shall always maintain a valid email
address in the Application Service and promptly change all relevant account information
in the Application Service from time to time, as may be required.
11.1 EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE
COMPANY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS
ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE APPLICATION SERVICE.
11.2 The Company does not control the flow of data
to or from Company and other portions of the internet and shall not be liable for
the performance or non-performance of internet services.
12.1 The Company warrants that: (i) the Applications
will function substantially as described in the user documentation provided electronically
by the Company for use with the Applications, as periodically updated ("Documentation");
and (ii) the Company owns or otherwise has the right to provide the Application
Service to Client under this Agreement.
12.2 The remedies set out herein are the Paid Client's
sole and exclusive remedies for breach of either warranty:
(a) If the Applications do not function
substantially in accordance with the Documentation, the Company may, at its option,
either (i) modify the Application Services to conform to the Documentation; or (ii)
provide a workaround solution that will reasonably meet Client's requirements. If
neither of these options is commercially feasible, either party may terminate the
entire Agreement or the relevant Application Service that a Paid Client had subscribed
to, in which case the Company shall refund to Paid Client all fees pre-paid to Company
under the relevant Purchase Page for unused Application Services.
(b) If the normal operation, possession
or use of the Application Services by Paid Client is found to infringe any third
party intellectual property right or Company believes that this is likely, Company
may, at its option, either (i) obtain a license from such third party for the benefit
of Paid Client; (ii) modify the Application Services so that they no longer infringe;
or (iii) if neither of these options is commercially feasible, terminate the relevant
Purchase Page under this Agreement, in which case Company shall refund to Paid Client
all fees pre-paid to Company under the relevant Purchase Page for unused Application
(c) However, Company has no warranty obligations
for the extent that Application Services has been modified by Client or any third
party, unless the modification has been approved in writing by Company; or problems
in the Application Services caused by any third party software or hardware, by accidental
damage or by other matters beyond Company's reasonable control.
13.1 Either party may suspend performance or terminate
this Agreement in the following situations:
(a) the other party is in material breach
of the Agreement and fails to cure that breach within thirty days after receipt
of written notice; or
(b) if the other party ceases its business
operations or becomes subject to insolvency proceedings and the proceedings are
not dismissed within ninety days; or
(c) the other party is in material breach
of this Agreement more than two times notwithstanding any cure of such breaches.
13.2 If this Agreement terminates, then the rights granted
by the Company to the Client will cease immediately. The Company will provide Client
the ability to export, the Client Data for thirty  days from termination at
Company's then-current rates for the applicable service. After thirty  days
from termination of this Agreement, Company will delete Client Data. Upon written
request, each party will promptly return or destroy all other Confidential Information
of the other party.
14.1 The Client will indemnify, defend, and hold harmless
the Company from and against all liabilities, damages, and costs (including settlement
costs and reasonable attorneys' fees) arising out of a third party claim regarding
Client's, or its End Users', use of the Application Services in violation of the
Terms of Service.
14.2 The Company will indemnify, defend, and hold
harmless Paid Client from and against all liabilities, damages, and costs (including
settlement costs and reasonable attorneys' fees) arising out of a third party claim
that Company's technology used to provide the Application Services infringe or misappropriate
Intellectual Property Rights of such third party. Notwithstanding the foregoing,
in no event shall Company have any obligations or liability under this section arising
from: (i) use of any Application Services in a modified form or in combination with
materials not furnished by Company, and (ii) any content, information or data provided
by Paid Client, its End Users or other third parties.
15. LIMITATION OF LIABILITY
15.1 NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT
FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES
WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
15.2 NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT
FOR MORE THAN THE AMOUNT PAID BY CLIENT TO COMPANY DURING THE TWELVE MONTHS PRIOR
TO THE EVENT GIVING RISE TO LIABILITY.
15.3 These limitations of liability do not apply to
breaches of confidentiality obligations or violations of a party's intellectual
property rights by the other party.
Notices sent by Company to the Client shall be deemed duly served when the notices
are sent by email to the email address provided by the Client during registration
or through modification of the account information thereafter. In cases where notices
are delivered on the Application Services or on www.eazework.com
or any other website specified by the Company in this regard, the notices shall
be deemed duly served once such posting has occurred.
17.1 The Client may not assign or transfer any part
of this Agreement without the prior written consent of the Company. If such assignment
is permitted by the Company, then the assignee shall agree in writing to be bound
by the terms of this Agreement, and the Client will remain liable for obligations
incurred under this Agreement prior to the assignment. However, the Company may
not withhold its consent for assignment by Client in favour of entity that has acquired
all, or substantially all of Client's assets, or to an assignment that is part of
a genuine corporate restructure. Any assignment in breach of this section is void.
17.2 The Company may at its own discretion transfer
the Application Service, including without limitation this Agreement between the
Company and the Client, fully or partially to a third party. The Client shall be
informed of any such transfer through email.
17.3 The use of Application Service by the Client
signifies agreement to the Company's Privacy and Security Policy available at www.eazework.com.
17.4 Neither party will be liable for inadequate performance
to the extent caused by a condition (for example, natural disaster, act of war or
terrorism, riot, labor condition, governmental action, and Internet disturbance)
that was beyond the party's reasonable control.
17.5 Failure to enforce any provision of this Agreement
will not constitute a waiver.
17.6 If any clause or part of a clause in this Agreement
is found by a court or other authority of competent jurisdiction to be void or unenforceable,
then the invalid or unenforceable provision shall be replaced by a legally valid
arrangement which corresponds as closely as possible to the intention of the Parties
or what would have been the intention of the Parties according to the aim and purpose
of this Agreement if they had recognized the invalidity or unenforceability of the
17.7 The parties are independent contractors, and
this Agreement does not create an agency, partnership or joint venture between the
17.8 There are no third-party beneficiaries to this
17.9 Nothing in this Agreement will limit either party's
ability to seek equitable relief.
17.10 This Agreement is governed by laws of India, and the parties
submit to the exclusive jurisdiction of the courts in Delhi.
17.11 The Company reserves the right to change or modify this
Agreement at its discretion. Any such modifications shall be effective immediately
upon notice to the Client by email or posting at
www.eazework.com. Continued use of Application Services after changes or
modifications to this Agreement constitutes the Client's acceptance of such modifications.
17.12 This Agreement and the Purchase Page constitute the parties'
entire agreement relating to its subject and supersedes any prior or contemporaneous
agreements on that subject.
"Additional Charges" means the payment to be made
by a Paid Client for any Upgrades, as per the price list available at:
www.eazework.com, and updated from time to time.
"Administrators" mean the Client-designated technical
personnel who administer the Application Services to End Users on Client's behalf.
"Admin Account" means the administrative account provided
to Client by Company for the purpose of administering the End User Accounts. The
use of the Admin Account requires a password, which Company will provide to Client.
"Admin Console" means the online tool provided by
Company to Client for use in reporting and certain other administration functions.
"Applications" means the software programs developed
by the Company, as described in detail at www.eazework.com
"Application Services" means the provision of Applications
by Company for use by Client under this Agreement, described in detail at
www.eazework.com, or other such URL as may be provided by Company, and includes
"Charges" means price list for use of Application
Services available at: www.eazework.com,
and updated from time to time.
"Client Data" means all data, including email, provided,
generated, transmitted or displayed via the Application Services by Client or End
"Editions" means the different bundles of Application
Services with varying features and varying Charges, described as such at
"End User Account" means Company-hosted accounts provided
to End Users through the Application Services for the purpose of enabling such End
Users to use the Application Services.
"End Users" means the individuals Client permits to
use the Application Services.
"Paid Client" means the Client who is using the Application
Services after payment of Charges, in accordance with the terms of this Agreement.
"Purchase Page" means the web page that a Client is
automatically directed to when it chooses to become a Paid Client after Registration,
and which includes details relating to: (i) the Application Service being ordered
by the Paid Client; (ii) the Charges ; (iii) number of End User Accounts; (iv) Term;
(v) Edition, and (vi) domain names owned or controlled by Paid Client, which will
be used in connection with the Application Services and specified in the Purchase
"Service Commencement Date" means the date upon which
Company makes the Application Services available to Client, and will be within one
week of Company's receipt of the payment in case of a Paid Client or the activation
of Trial in case of a Trial Client, as the case may be, unless otherwise agreed
by the parties.
"Service Credits" means the days of Application Services
added to the end of the Term, at no charge to the Client as described in Section
"Term" means the duration of this Agreement as specified
in Clause 3.1.
"Trial Registration Page" means the web page that
a Client is automatically directed to when it chooses to become a Trial User after
Registration, and which includes details relating to: (i) the Application Services
to be used by the Trial User; (ii) number of End User Accounts; (iv) Term; (v) Edition
and (vi) domain names owned or controlled by Trial User, which will be used in connection
with the Application Services and specified in the Trial Registration Page.
"Trial Client" means a Client who is using the Application
Services free of cost, in accordance with the terms of this Agreement.