THIS IS AN AGREEMENT (“AGREEMENT”) BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND SOFTBORNE Pte Ltd A SINGAPORE CORPORATION WITH REGISTERED OFFICE AT 51, CHANGI BUSINESS PARK CENTRAL 2, THE SIGNATURE, # 04-05, SINGAPORE - 486066, (hereinafter “SOFTBORNE”) GOVERNING YOUR VISIT TO OUR WEBSITE OR YOUR USE OF SOFTBORNE’S ONLINE BUSINESS MANAGEMENT SERVICES SOFTWARE.
1. Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “Terms”).
2. Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the Terms, do not use any of our Services. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.
3. Description of Service
We provide an array of services for online collaboration and business management ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
4. Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make changes to the Terms, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing SOFTBORNE notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.
5. User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if SOFTBORNE has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, SOFTBORNE may terminate your user account and refuse current or future use of any or all of the Services.
6. Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that SOFTBORNE is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to SOFTBORNE at firstname.lastname@example.org., provided that the process is acceptable to SOFTBORNE. In the absence of any specified administrator account recovery process, SOFTBORNE, may provide control of an administrator account to an individual providing proof satisfactory to SOFTBORNE demonstrating authorization to act on behalf of the organization. You agree not to hold SOFTBORNE liable for the consequences of any action taken by SOFTBORNE in good faith in this regard.
7. Personal Information and Privacy
8. Communications from SOFTBORNE
The Service may include certain communications from SOFTBORNE, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy SOFTBORNE in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by SOFTBORNE to the complainant.
10. Fees and Payments
The Services are available under various subscription plans of monthly durations. Payments for subscription plans can be made in advance by necessary means, as required. Payment for a subscription plan and each subsequent renewal shall be upfront. Your subscription can be renewed for additional monthly periods at the end of each subscription period. You can also inform us that you do not wish to renew the subscription.
The Services also include SMS services for which SMS Credits can be purchased. Additional Data storage can be purchased subject to applicable charges.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.
10.1 Amount of data storage
Within your Boombirds environment, you can store documents and images to collaborate with other team members or customers. These images can be photos, screenshots, or other data files. To make sure that there is enough storage for everyone, we have limited the amount of data you can store with Boombirds. The amount of storage depends on the type of contract. We have made sure that all customers have plenty of disk space when the tool is used normally. By default, all licences come with 1GB of data storage (Fair Use value). For example, if your organisation has opted for 5 licences, then the storage allocated is 5GB in total.
You can, at any point, request the actual size of your data storage within Boombirds. You can also free up more storage by downloading and deleting your files. If we detect that your organization structurally stores more data than the mentioned Fair Use value, we will contact you to discuss the situation. It is possible to expand your storage in blocks of 10 gigabyte (GB). The costs for this will be $10 per 10GB block per month.
10.2 Customer license usage
Each paid user is given 20 free customer licenses per user license that should be used for your customers only. If we detect that your organization uses more customer licenses than the mentioned in the Fair Use value, we will contact you to discuss the situation and charge additional customer licenses as applicable. If Boombirds is used as a core delivery platform for your customers such as ecommerce services and if you exceed the allowed free licences our team will contact you to discuss the applicable fee for the same.
11. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of SOFTBORNE; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
12. Spamming and Illegal Activities
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libellous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of 'junk mail', 'spam', 'chain letters', 'phishing' or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
13. Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 30 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy shall be implemented with respect to the Services.
14. Data Ownership
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant SOFTBORNE the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for SOFTBORNE’s commercial, marketing or any similar purpose. But you grant SOFTBORNE permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
15. User Generated Content
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that SOFTBORNE will have the right to block access to or remove such content made available by you if SOFTBORNE receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by SOFTBORNE for this purpose. If you wish to protest any blocking or removal of content by SOFTBORNE, you may do so by contacting us.
16. Sample files and Applications
SOFTBORNE may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. SOFTBORNE makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
SOFTBORNE, SOFTBORNE logo, the names of individual Services and their logos are trademarks of SOFTBORNE Corporation. You agree not to display or use, in any manner, the SOFTBORNE trademarks, without SOFTBORNE’s prior permission.
18. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. SOFTBORNE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOFTBORNE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM SOFTBORNE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
19. Limitation of Liability
YOU AGREE THAT SOFTBORNE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SOFTBORNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL SOFTBORNE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
You agree to indemnify and hold harmless SOFTBORNE, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by SOFTBORNE.
21. Dispute Settlement
In the event of any dispute, difference, controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of ninety (90) days, any dispute, difference, controversy or claim arising out of or relating to this Agreement shall proceed to arbitration. All disputes, differences, controversies or claims whatsoever arising between the parties out of or relating to the construction, meaning or operation or effect of this Agreement or breach thereof shall be settled by arbitration. Any such disputes, differences, controversies or claims whatsoever shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any dispute, difference, controversy or claim of any other party. The parties mutually agree to abide by Arbitration and Conciliation Act, 1996 and also specifically include Part 1 of the Act. SOFTBORNE shall choose the Sole Arbitrator who shall conduct the arbitration and decide upon the dispute. The arbitration proceedings shall be in accordance with rules of arbitration as framed and decided by the Sole Arbitrator. The seat and venue/place of arbitration shall be Chennai, Tamil Nadu, India. Notwithstanding anything to the contrary, SOFTBORNE may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
22. Choice of Law; Jurisdiction; Venue.
This Agreement shall be governed by the laws of India, without regard to its conflict of law principles. The parties irrevocably attorn to the exclusive jurisdiction of Chennai, Tamil Nadu, India. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
23. Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to us within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms. You have the right to terminate your user account if SOFTBORNE breaches its obligations under these Terms. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at email@example.com.