- Payment
Dispute: In case of any dispute over the Subscription Charges, a
request for such dispute shall be raised by You within a period of 7
(seven) days of receipt of the invoice, failing which it shall be deemed
that there is no dispute in relation to Your Subscription Charges.
- Refunds
& Cancellation Fee: Unless otherwise specified in these
Terms, all Subscription Charges are non-refundable. No refunds shall be
issued for partial use or non-use of the Service(s). Calling credits
provided by Us as a part of offer, promotion or other gestures will not be
refunded.
- Late
Payments/Non-payment of Subscription Charges: You acknowledge
that credit card payments are subject to the approval of the card issuer
and We will not be liable in any way if a card issuer refuses to accept a
payment for any reason. We will notify You in the event We do not receive
payment towards Subscription Charges within the due date. We must receive
payments within a maximum of ten (10) days from the date of Our notice. If
We do not receive payment within the foregoing time period, in addition to
the right to other remedies available under law, We may suspend Your
access to and use of the Service(s) until We receive Your payment towards
the Subscription Charges as specified and/or terminate Your Account.
- Other
Terms: The Subscription Charges are exclusive of any applicable
communications service or telecommunication provider (e.g., carrier) fees
or surcharges including internet charges (collectively, “Communication
Charges”). You will pay all Communications Charges associated with
your use of the Services. Airtime and other measured usage is billed in
full-minute increments, and actual airtime and usage are rounded up to the
next full-minute increment at the end of each call for billing purposes.
If pay per minute billing applies within your plan, we charge a full
minute of airtime usage for every fraction of the last minute of airtime
used on each call.
- Applicable
Taxes: Unless otherwise stated, the Subscription Charges do not
include any taxes, levies, duties or similar governmental assessments,
including value-added, sales, use or withholding taxes assessable by any
local, state, provincial or foreign jurisdiction (collectively “Taxes”).
- TERM,
TERMINATION AND SUSPENSION
- Termination
by You: You may terminate one or more of your Account(s) in the
event We materially breach these Terms, provided that You shall provide an
advance notice of such breach and afford Us not less than thirty (30) days
to cure such breach. In case of such termination We shall, pro-rata,
refund the Subscription Charges for the remainder of the Subscription
Term.
- Suspension
and Termination by Us: In addition to suspension for late
payment or non-payment of Subscription Charges, We may suspend Your access
to and use of Your Account or the Service(s) if You are in violation of
these Terms. We will notify You if your activities violate these Terms
and, at Our sole discretion, provide You with a period of fifteen (15)
days (“Cure Period”) to cure or cease such activities. If You fail
to cure or cease such activities within said Cure Period or if We believe
that such breaches cannot be cured, Your Account shall be terminated. We
may also terminate a Trial Period in accordance with clause 3.1. Further,
We also reserve the right to terminate Your Account at any time by written
notice due to business reasons which shall include discontinuation of the
Services.
- Termination
for Insolvency: Notwithstanding anything contained herein, either
Party may terminate these Terms with notice if the other Party becomes
insolvent, makes or has made an assignment for the benefit of creditors,
is the subject of proceedings in voluntary or involuntary bankruptcy
instituted on behalf of or against such Party (except for involuntary
bankruptcies which are dismissed within sixty (60) days), or has a
receiver or trustee appointed for substantially all of its property.
- Effect of
Terminating Your Account: Following the termination of Your
Account either by Yourself or by Us, We shall delete all Customer Content
in our possession within two (2) years of the date of effective
termination (“Retention Period”). Within such Retention Period, You
may export the Customer Content by writing to Us at legal@GventureCommunication.com. Further,
all Gventure Communication Numbers allocated to You shall be deactivated
upon termination of Your Account. Additionally, all unused calling credits
shall be cancelled and no refund shall be payable, unless otherwise
communicated by Us in writing.
- CONFIDENTIALITY;
DATA PRIVACY AND SECURITY
- If You choose, or
are provided with, a user identification code, login, password or any
other piece of information as part of Our security procedures, You must
treat such information as confidential. You must not disclose it to any
third party. We shall have the right to disable any user identification
code or password, whether chosen by You or allocated by Us, at any time,
if in Our reasonable opinion, You have failed to comply with any of the
provisions of these Terms. We will not be responsible for any activities,
including any attempted or actual access or loss of data occurring in Your
Account as a result of your non-compliance of obligations under this
clause 10.1.
- Confidentiality
obligations: Each of the Parties will protect the other’s
Confidential Information from unauthorized use, access or disclosure in
the same manner as each of the Parties protects its own Confidential
Information, and in any event, no less than reasonable care. Except as
otherwise expressly permitted pursuant to these Terms, each of the Parties
may use the other’s Confidential Information solely to exercise its
respective rights and perform its respective obligations under these Terms
and shall disclose such Confidential Information solely to those of its
respective employees, representatives and agents who have a need to know
such Confidential Information for such purposes and who are bound to
maintain the confidentiality of, and not misuse, such Confidential
Information. The provisions of this clause shall supersede any
non-disclosure agreement by and between the Parties entered prior to these
Terms that would purport to address the confidentiality of Customer
Content and such agreement shall have no further force or effect with
respect to Customer Content.
- Security
of Customer Content: We shall use appropriate technical and
organizational measures to protect the Customer Content. The measures used
are designed to provide a level of security appropriate to the risk of
Processing the Customer Content. We shall, without undue delay, notify You
of any accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of, or access to the Customer Content processed by Us.
- In providing the
Services We shall Process Customer Content in accordance with these Terms
and Our Privacy Policy to provide, maintain and improve the Services,
prevent or address any technical problems, or at Your request in
connection with support requests. We will process any Personal Data
originating from the EU (including United Kingdom and Switzerland) and USA
in accordance with the Data Protection Agreement found at Gventure
Communication Data Processing Agreement (DPA).
- You understand and
acknowledge that, in connection with the use of the Service by Yourself,
Your Users and/or End Users, We Process any Personal Data only on Your
behalf and as a data processor.
- You acknowledge
and agree that We may access or disclose information about You, Your
Account, Users, including Customer Content in order to (a) comply with the
law or respond to lawful requests or legal process; or (b) prevent any
infringement of group companies’ or Our customers’ proprietary rights.
Additionally, You agree to fully cooperate and disclose any information
required by Us (within 24 hours) pursuant to any request or order from law
enforcement authorities.Further, at Our sole discretion, any suspected
fraudulent, abusive, or illegal activity by You may be referred to law
enforcement authorities.
- We shall
reasonably assist You, at Your expense, in meeting Your obligations under
applicable data protection laws.
- DISCLAIMER
OF WARRANTIES
- THE SERVICE(S),
INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
- YOU ACKNOWLEDGE
THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS
PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF
WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE,
ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
- LIMITATION
OF LIABILITY
-
To the fullest extent permitted by applicable law, in no event will either party be liable to any
person for any indirect, incidental, special, punitive, cover, or consequential damages (including, without
limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content,
impact on business, business interruption, loss of anticipated savings, loss of business opportunity),
however caused, under any theory of liability, including, without limitation, contract, tort, warranty,
breach of statutory duty, negligence, or otherwise, even if a party has been advised as to the possibility
of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law,
our aggregate liability and that of our affiliates, officers, employees, agents, suppliers, and licensors,
relating to the service(s), will be limited to an amount equal to one hundred United States dollars ($100).
-
In jurisdictions which do not permit the exclusion of implied warranties or limitation of
liability for incidental or consequential damages, our liability will be limited to the greatest extent
permitted by law.
-
Notwithstanding anything else to the contrary,
we disclaim all liabilities, to the maximum extent permitted by law, with
respect to the services offered during the trial period
- INDEMNIFICATION
- Indemnification
by You: You will indemnify and hold Us harmless against any claim
brought by a third party against Us, Our respective employees, officers,
directors and agents arising from Your acts or omissions in connection
with these Terms provided that (a) We promptly notify You of the threat or
notice of such a claim, (b) You will have the sole and exclusive control
and authority to select defense attorneys, defend and/or settle any such
claim; and (c) We shall fully cooperate with You in connection therewith.
- MISCELLANEOUS
- Assignment: This
Agreement and any rights or obligations hereunder may not be assigned by
You without Our prior written consent, whereas We can assign any of its
rights and obligations hereunder without Your prior written consent. This
Agreement binds, and inures to the benefit of, the Parties and their
respective successors and permitted assigns.
- Amendment: We may
amend these Terms from time to time, in which case the new Terms will
supersede prior versions. We will notify You not less than ten (10) days
prior to the effective date of any amendments to these Terms and Your
continued use of the Service(s) following the effective date of any such
amendment may be relied upon by Us as Your acceptance of any such
amendment.
- Severability;
No Waiver: If any provision in these Terms is held by a court of
competent jurisdiction to be unenforceable, such provision shall be
modified by the court and interpreted so as to best accomplish the
original provision to the fullest extent permitted by applicable law, and
the remaining provisions of these Terms shall remain in effect. Our
non-exercise of any right under or provision of these Terms does not
constitute a waiver of that right or provision of These Terms.
- Relationship
of the Parties: The Parties are independent contractors. These Terms
do not create a partnership, franchise, joint venture, agency, fiduciary
or employment relationship among the Parties.
- Survival: All
clauses which, by their nature are intended to survive, including without
limitation Clauses 4 (Intellectual Property Rights), 8 (Charges
and Payment), 9 (Term, Termination and Suspension), 10 (Confidentiality;
Data Privacy and Security), 11 (Disclaimer of Warranties), 12 (Limitation
of Liability), 13 (Indemnification), 14 (Miscellaneous)
and 15 (Definitions) shall survive any termination of Our agreement
with Yourself regarding the use of the Service(s). Termination shall not
limit either Party’s liability for obligations accrued as of or prior to
such termination or for any breach of These Terms.
- Notices
and Consent to Electronic Communications: All notices from
Us under these Terms may be delivered in writing (i) by nationally
recognized overnight delivery service (“Courier”) or to the contact
mailing address provided by You while subscribing to the Service(s); or
(ii) electronic mail to the e-mail address provided to Your Account. Our
address for a notice is: [●] at [●] with a CC to [●] by electronic mail.
All notices shall be deemed to have been given immediately upon delivery
by electronic mail, or if otherwise delivered upon receipt or, if earlier,
two (2) business days after being deposited in the mail or with a Courier
as permitted above.
- Publicity
Rights: You hereby grant Us a royalty-free, worldwide,
transferable license to use Your trademark or logo to identify You as Our
customer on Our websites and/or marketing collateral.
- Export
Control: Each Party will comply with export control and economic
sanctions laws in all applicable jurisdictions that apply directly or
indirectly to the Services, including, without limitation, the United
States of America. You will obtain all licenses or other authorizations
required to export, re-export, or transfer the Services. Each Party represents
that it (and, in your case, also Users) is not on any government
prohibited/denied/unverified-party, sanctions, debarment, or exclusion
list (collectively, “Sanctions Lists”). You will not export,
re-export, or transfer the Services to an entity on any Sanctions List
without prior U.S. government or other required government authorization.
You will (a) immediately discontinue your use of the Services if you are
placed on any Sanctions List and (b) remove an User’s access to the
Services if such End User becomes placed on any Sanctions List.
- Governing
Law and Dispute Resolution: These Terms shall be governed by the laws
of the Republic of India. You hereby expressly agree to submit to the
exclusive personal jurisdiction of the courts at Ahmedabad, India. Any
dispute, claim or controversy arising out of or relating to these Terms or
the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of these Terms
to arbitrate, shall be first settled by arbitration administered in
accordance with the Arbitration and Conciliation Act, 1996 (including any
subsequent amendments). The language of the arbitration shall be English
and the seat shall be Ahmedabad, India. The dispute shall be resolved by a
sole arbitrator who shall be mutually appointed by the Parties. The
decision of the sole arbitrator shall be final and binding on the Parties.
- Entire
Agreement: These Terms, together with any Order Forms, constitute
the entire agreement, and supersede any and all prior agreements between
Us and Yourself with regard to the subject matter hereof. In the event of
a conflict between the terms of any Order Form and these Terms, the Terms
shall prevail. In case of a conflict between two Order Forms, the Order
Form later in date shall prevail.
- Force
Majeure: Notwithstanding anything to the contrary contained
elsewhere, We shall not be liable for unavailability of the Service(s)
caused by circumstances beyond Our reasonable control, such as, but not
limited to, acts of God, acts of government, acts of terror or civil
unrest, technical failures beyond Our reasonable control (including,
without limitation, inability to access the internet, unauthorized loss,
distribution or dissemination of Customer Content), or acts undertaken by
third parties, including without limitation, distributed denial of Service
attacks.
- DEFINITIONS
When
used in these Terms with the initial letters capitalized, in addition to terms
defined elsewhere in these Terms, the following terms have the following
meanings:
Account: Means any
accounts or instances created by You or on Your behalf for access and use of
the Services.
API: Means the
application programming interfaces developed, enabled by or licensed to Us that
permits access to certain functionality provided by the Service(s).
Gventure
Communication Numbers: Means the phone numbers provided by Us to You
as a part of the Services.
Confidential
Information: Means all information disclosed by one Party to the other
Party which is in tangible form and labelled “confidential” (or with a similar
legend) or which a reasonable person would understand to be confidential given
the nature of the information and circumstances of disclosure. For purposes of
These Terms, Customer Content shall be deemed Confidential Information.
Notwithstanding the foregoing, Confidential Information shall not include any
information which (a) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (b)
becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the
receiving party; (c) is already in the possession of the receiving party at the
time of disclosure by the disclosing party as shown by the receiving party’s
files and records prior to the time of disclosure; (d) is obtained by the
receiving party from a third party without a breach of such third party’s
obligations of confidentiality; (e) is independently developed by the receiving
party without use of or reference to the disclosing party’s Confidential
Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (f) is required by law to be disclosed by the
receiving party, provided that the receiving party shall, to the extent legally
permitted, give the disclosing party written notice of such requirement prior
to disclosing so that the disclosing party may seek a protective order or other
appropriate relief.
Customer
Content: Means all electronic data, text, messages, call logs, contact
information, personal data or other materials, including without limitation
Personal Data of Users and End Users, submitted to the Services by You through
Your Account in connection with Your use of the Services.
Documentation: Means any
written or electronic documentation, images, video, text or sounds specifying
the functionalities of the Service(s) provided or made available by Us to You
or Your Users through the Service(s) or otherwise.
End
User: Means any person or entity other than You or Your Users with
whom You interact using the Service(s).
GDPR: Means the
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 on the protection of natural persons with regard to the Processing
of Personal Data and on the free movement of such data and repealing Directive
95/46/EC (General Data Protection Regulation).
Order
Form: Means any service order form or statement of work specifying
the Service(s) subscribed to, particular features and functionalities in the
Service(s) that You wish to avail and the Subscription Term.
Personal
Data: Means data relating to a living individual who is or can be
identified either from the data or from the data in conjunction with other
information that is in, or is likely to come into, the possession of the data
controller.
Processing/To
Process: Means any operation or set of operations which is performed
upon Personal Data, whether or not by automatic Means, such as collection,
recording, organization, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise
making available, alignment or combination, blocking, erasure or destruction.
Service(s): Means the
cloud-based proprietary VoiP calling platform found at https://GventureCommunication.com/ and any new
services that We may introduce as a Service to which You may subscribe to, and
any updates, modifications or improvements thereto, including individually and
collectively, the API and any Documentation.
Subscription
Charges: Means all charges associated with Your Account and use of the
Services.
Subscription
Term: Means the period during which You have agreed to subscribe to
the Service(s) specified in the relevant Order Form.
Third-party
Service(s): shall mean third party application(s) or service(s) integrating
with the Service(s) through APIs.
User: Means those
who are designated users within the Service(s), including an Account
administrator, agents and other designated users.
Website:
Means
and any other websites that we own or operate.