This agreement ("Agreement" or "Terms of Service") describes the terms on which Mobius Solutions Private Limited ("Company"), a company registered under the Companies Act 2013, 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 account validation 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".
1. APPLICATION 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.
1.2 The Client may be a Trial Client or a Paid Client.
(a) If the Client is given a trial account, 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.
(b) 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, Modules, Licenses and the Charges to which Paid Client is subscribing to, will be as specified in the Subscription Agreement.
1.3 License Management - The Client gets Licenses based on the Modules activated which allows its employees and external users to use the Application Services One Admin Licenses is also provided to administer End User Accounts through the Admin Console. Cost of Licenses is specified in Subscription Agreement.
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 Product Enhancements - 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.
(a) Changes in the Applications would be communicated through Release Notes updated on Help Center
(b) While Company welcomes feature suggestions and enhancement requests which can be updated on Forum available with Help Center deciding the road map for enhancing the Application Services is sole discretion of Company
1.6 Availability of Application Services
(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 99.90% 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 Services.
| 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 [30] 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 online training and remote support through multiple channels including chat, phone, email online forums or onsite in Client’s office. This training would be charged as specified in the Subscription Agreement. 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 Usage
(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. For EazeHR it is 40 MB Space per user and 20 MB Bandwidth per user.
(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 paid
- Rs 200 per month 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. OBLIGATIONS OF CLIENT
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 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 all passwords.
(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. MANAGEMENT OF THE APPLICATION SERVICES
3.1 For Paid Clients the duration for which the service is being subscribed shall be as specified in the Subscription Agreement, it will begin from Service Commencement Date ("Duration").
3.2 Modules can be classified in core modules and optional modules. While core modules cannot be removed from the subscription, optional modules can be added or removed
3.3 Paid Clients can
(a) Request addition of optional Modules at any time during their Duration – if these Modules are not covered in the Subscription Agreement then the Charges would be applied as per the price list on the Pricing page. Additional licenses might be needed for usage of some Modules (b) Request removal of optional Modules at any time during their Duration – Modules can be removed but the underlying data which was created during the usage will be deleted when the Module is removed
4. CHARGES, BILLING AND PAYMENT TERMS
4.1 The Paid Client shall be entitled to use the Application Services upon payment of Charges as specified in the Subscription Agreement.
4.2 Modification of Charges
(a) The Paid Client may add modules at any time during the Term by paying the differential costs. The additional cost would be applicable from beginning of the month from which these additional modules are added.
(b) Additional Licenses can be added by the Administrator the cost of these Licenses would be applicable from the month in which they are added.
(c) Removal of Licenses or Modules would lead to a reduction in charges from the month following the month in which the Modules or Licenses have been removed.
(d) 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.
4.3 Billing
(a) Each Paid Client shall be charged for the Application Services and will be required to pay as per the terms specified in the Subscription Agreement.
(b) The Company shall bill the Paid Client only with respect to the number of Licenses subscribed to by the Paid Client, and such billing will commence from the Service Commencement Date.
(c) One time charges for system configuration, remote training, integration, data migration would be billed as per the Subscription Agreement
4.4 Other payment terms
(a) All payments due under this Agreement shall be made in advance in the currency agreed upon and as specified in the Subscription Agreement
(b) If payment is not received as per the conditions laid out in the Subscription Agreement, or due to any other reason as per the payment terms, the Company may immediately disable or cancel the Application Services, in its sole discretion.
(c) Delinquent payments may bear interest at the rate of 15% 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.
5. SUSPENSION OF APPLICATION SERVICES
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.CONFIDENTIALITY
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 fulfill 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.
7. INTELLECTUAL PROPERTY RIGHTS
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.
8. RESTRICTIONS ON USE
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.
9. PUBLICITY
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. REPRESENTATIONS
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. DISCLAIMERS
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. WARRANTY
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 or technically 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 Subscription Agreement 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 the Agreement, in which case Company shall refund to Paid Client all fees pre-paid to Company under the relevant Subscription Agreement for unused Application Services.
(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. TERMINATION
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 seven [7] days from termination at Company's then-current rates for the applicable service. After thirty [30] 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. INDEMNIFICATION
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.
16. NOTICES
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. MISCELLANEOUS
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 Privacy and Security Policy. 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 provision. 17.7 The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture between the parties.
17.8 There are no third-party beneficiaries to this Agreement.
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 Subscription Agreement constitute the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject
"Administrators" mean the Client-designated 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.
"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 EazeWork
"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 all Applications.
"Charges" means price list for use of Application Services available at: Pricing Page, and updated from time to time. Charges are broken down by Modules within each Application.
"Client Data" means all data, including email, provided, generated, transmitted or displayed via the Application Services by Client or End Users.
"Documentation" means User Guides, Help Articles, Training material available through the Help Center.
"Duration" means the duration of this Agreement as specified in Clause 3.1.
"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.
"Help Center" means the section of Application Services where End Users can access software documentation and provide their inputs and participate in discussions.
"Modules" means the different features which are bundled together in a logic group. Modules can be added or removed during the Duration.
"Paid Client" means the Client who is using the Application Services after payment of Charges, in accordance with the terms of this Agreement.
"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 1.6(c).
"Subscription Agreement" means the agreement signed between the Paid Client and the Company.
"Trial Client" means a Client who is using the Application Services free of cost, in accordance with the terms of this Agreement.