Please read these Terms of Service (Master Subscription Agreement) carefully before using the services
This Subscription Agreement Governs Your acquisition and use of Our “Services” provided by “Four Rays Management Private Limited” a firm, situated in Thane District, Maharashtra, India. If You register for a free trial for Our services, this Agreement will also govern that free trial. By accepting this agreement, either by clicking a box indicating Your acceptance or by executing an Order Form that references this agreement, or accepting to use this solution through one of our “Business Associates” or “Distributors” or in any other manner, You unequivocally agree to the terms of this agreement.
If You are entering into this agreement on behalf of an individual, firm, company, society, association, trust, organization or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “YOU” or “YOUR” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the services.
This agreement will govern your initial procurement as well as the subsequent / ongoing use of our services. It may be noted that the services are rendered by us on a purely discretionary basis, and we reserve the right to withhold the provision of the services to any individual or entity without being required to specify any reason, even if such individual / entity has offered to pay for the same.
You may not access the services if You are Our direct competitor, except with our prior written consent granted after you have made a proper written disclosure to Us of your status and intentions. In addition, You may not access the services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1. Definitions
2. Free Trial
3. Our Responsibilities
4. Use of the Services and Content
5. Third Party Services
6. Fees and Payment for Purchased Services
7. Proprietary Rights and Licenses
8. Confidentiality
9. Warranties & Disclaimers
10. Liability Limitations
11. Term and Termination
12. Notices, Governing Law & Justification
13. General Provisions
“Affiliate”; means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Subscription Agreement.
“Business Associates” means an individual, firm, company, association, trust, organization or other legal entity appointed by Us to act as our sales agent for the purpose of selling our services and solution to the clients.
“Client” means any entity using the services offered by CHS Online website by subscribing to the solutions or services.
“Content” means information obtained by us from our content licensors or publicly available sources and provided to you pursuant to an Order Form, as more fully described in the Documentation.
"Distributor” means an individual, firm, company, association, trust, organization or other legal entity US to act comprehensively as a sale, services and support agent for the purpose of selling this solution and subsequently providing all the requisite services to the clients available on CHS Online website.
“Documentation” means our online user guides, help documentations and training materials, as updated from time to time, accessible via help button or link provided in the website or login to the applicable service.
"Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Classified Ads” means the online classified on the website, which contains buy and sell information of a subscriber or user that interoperate with the Services.
“Third-Party Applications”; means online, web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified by us as third-party applications.
"Member” means the members or stakeholders of the firm, company, society, association, trust, organization or other legal entity. Member is generally a sub-set of “You” and “Your”. “Member” will normally be an owner of a unit/flat/office/shop/etc. in your society, association, and may also be referred to as “resident”. Also see definition of “Users/Subscriber”.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or directly through any of our Affiliates, Business Associates, or Distributor, including any addenda and supplements thereto. Order Forms shall be deemed incorporated herein by reference.
“Purchased Services” means Services that you or your affiliate purchase online or under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” means the online, platform provided by us via our website that are ordered by you as Purchased Services, including associated offline components but excluding Third Party Applications. The specifications and features of the Services, for the purposes of this Agreement, shall be those that are listed solely on Our website immediately preceding your purchase of the Services.
"Service Provider” means an individual, firm, company, society, association, trust, organization or other legal entity that has signed a separate Service Provider OR Business Associates OR Distributor Agreement with Us that permits that individual, firm, company, society, association, trust, organization or other legal entity to act as an intermediary between Us and You and/or any other purchaser/s of the services as per the terms of that agreement.
“User/Subscriber” means an individual who is authorized by you or client to use a Service, for whom Subscriptions to a service have been purchased or ordered and to whom you (or we at your request) have supplied a user identification and password. Users may include, but are not limited for example, members, resident, employees, consultants, contractors, accountant, estate managers, manager, auditors, service provider, estate agents, agents, and any third parties with which you transact business.
"Subscriptions Fees” mean the charges payable by you or the clients to us for the service provided and website usage.
"Website” refers to our website “www.chsonline.in” through which the Services are Purchased and Accessed.
“We”, “we”, “WE”, “Us”, “us”, “US”, “Our”, “our”, “OUR”, means “Four Rays Management Pvt. Ltd” a firm, registered under Company’s Act 2013, with the Government of India and is situated at , Shop No 26, Sita Smruti CHS Ltd, Lodha Complex, 60 Feet Road, Mira Road (East) Dist.: Thane – 401107.
“You”, “you”, “YOU”, “Your”, “your” or “YOUR” or “Client” “client” “CLIENT” means an individual, firm, company, society, association, trust, organization or other legal entity for which You are accepting this Agreement
“Your Data” means electronic data and information submitted by or for You to Us or to Affiliates, Business Associates, or Distributor authorized by us to collected and processed the data for you using the Purchased Services for the purpose of or in relation to the services.
If You register on Our website for a free usage, We will make one or more Services available to You free of any charges. Terms and Service and Privacy Policy appear on all registration web page. You will not be allowed to proceed until the terms and condition check box are checked, Once checked its means that you have read the Terms and Service along with our Privacy policy and they are legally binding on you.
Any data You enter into the Services, and any customization made to the Services by Us will be available to you. During the Free usage the services are provided “as is” without any warranty. Free usage are rendered by Us on a purely discretionary basis.
We reserve the right to withhold the provision of Free usage to any individual or entity or without being required to specify and reason.
3.1. Provision of Purchased Services : We will (a) make the Purchased Services available to You, directly or through the website or through Service Provider, Business Partners or Distributor pursuant to this Agreement and the relevant Order Forms during a subscription term, (b) provide You the Purchased Services only in accordance with applicable Indian laws and government regulations as applicable in the Union of India. (c) provide Our standard support for the Purchased Services to You through email and phone, and (d) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime for which We shall give at least 24 hours electronic notice and which We shall schedule to the extent practicable during the evening/night hours, between 8:00 p.m. and 3:00 a.m. (Indian Standard Time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, storms, civil unrest, act of terror, accidents, explosions strike or other labor problem , internet service provider/hosting failures and delays, cyber-attacks, criminal actions and so on.
You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
3.2 Acceptance of Purchase of Services : The acceptance of the Services provided will be done by one person authorized by You to do so. This person could be an office bearer – such as Chairperson or Secretary or Director – of your society or association or company or trust or legal entity or could be an agent, accountant, employee, manager or other such person who is designated by You to manage the Services provided by CHS Online website under this Agreement on your behalf.
3.3. Protection of Your Data : We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.4 (Compelled Disclosure ) below, (c) access Your Data except for aggregation, analysis and compilation of statistics for our Services and for the promotion of ancillary products or (d) as You expressly permit in writing.
3.4 Our Personnel : We will be responsible for the performance of Our personnel (including Our employees, business associates and distributors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
4.1 User Subscriptions : Unless otherwise specified in the applicable Order Form, the Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users. User subscriptions are for designated Users and cannot be shared or used by more than one User, but may be reassigned, subject to any terms prescribed by Us, to new Users replacing former Users who no longer require ongoing use of the Services. Your subscription of the Services should not be deemed to automatically cover the provision of Services to Your Affiliates, unless the same are explicitly specified in the Order Form or otherwise accepted by Us in writing.
4.2 Your Responsibilities: You shall (i) be responsible for all Your Users compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data, (iii) use all reasonable efforts to prevent unauthorized access to or use of Our Services and notify Us promptly of any such unauthorized access or use, (iv) provide for your own internet connectivity and use your own internet access devices (such as personal computer, laptop or mobile platforms) to connect with Our website ) to avail of the purchased services; and (v) use the Services only in accordance with the applicable laws and government regulations.
4.3 Usage Restrictions: You shall not (a) make the Services available to anyone other than Users by selling, renting or leasing the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit Malicious Code, (c) interfere with or disrupt the integrity of the Services or third-party data contained therein, or (d) attempt to gain unauthorized access to the Services or related systems or networks. (vi) You are responsible for all activities that occur in your website account. You shall treat other website users with courtesy and respect. In using the website, you shall not:
impersonate any other person;
falsely say or imply that you are associated with another person or entity;
submit content in exchange for payment or other consideration from another person or entity;
violate any anti-spam law;
collect information about other website users without their consent;
use the website if you are under 18; OR
submit or link to any content that:
— infringes or violates the intellectual property or other rights of any person or entity;
— intentionally interferes with the operation of the website;
— violates anyone’s privacy or publicity rights;
— breaches any duty of confidentiality that you owe to anyone;
— provides any non-public information about Us or any other company or person without authorization (including the names and contact information for website users);
— is harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
— access any Service or Content in order to build a competitive product or service, or reverse engineer any Service (to the extent such restriction is permitted by law).
— contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or contains false or deceptive language, unsubstantiated or comparative claims regarding Our or others’ products, advertising, commercial referrals, promotional contests or games, chain letters, or any other solicitation, including solicitation of lawsuits.
4.4 Usage Limits : Services are subject to usage limits, including, for example, limits on disk storage space, on the number of calls to our helpline and/or the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service may not be accessed by more than that number of Users, (b) a Users password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit.
4.5 Services Limits: We plans to add new features to the Services, on an ongoing basis, such as: interactions between Your Members and between Your Members and Third Parties. We will endeavor to take reasonable and commercially feasible care while adding such features, however you understand and declare that You and Your Members will use all such features at your own discretion and risk and shall not hold Us responsible for any failures or defects related to or inherent in the same and the resultant disclosure or misuse of any data or information belonging to you.
We may offer Third Party Applications for sale or service through our website or through Links or Order Forms. Any acquisition by You or Users of third-party products or services, and any exchange of data between You or Your Users and any third-party provider, is solely a matter between You or Your Users and the applicable third-party provider, and We do not accept any liability in that behalf. We may also retain Third Parties to provide ancillary services – such as; printing and delivering of bills, receipts, notices, collection and delivery of bills, and vouchers, etc. – to You. While we shall endeavor to take due care in selecting such third parties, we do not warrant or provide support for any third-party products or services.
5.1. We reserve the right to display and or print advertisement of third party which include and not limited to banners and classified. This advertisement can be displayed or printed on any of the financial or non financial report related to the society or any of the web application pages. This right is include for both free and paid subscription users.
6.1 Purchased Services and Subscriptions Fees : The Purchased Service starts after Your Registration for the same and after your paying us for the Purchased Services. Unless otherwise specified on our Website or in the Order Form. Purchased Services Fees and User subscription fees are based on annual periods that begin on the registration start date and can be paid in four quarter. You shall pay all fees as specified on Our website or in our Order Forms in advance of the period of service. Except as otherwise specified herein or in an Order Form: (i) fees are quoted and payable in Indian Rupees, (ii) fees are based on Services purchased and access charges to members and Committee and not on the actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of Purchased Services and subscriptions purchased cannot be reduced during the relevant subscription term as given by you on the website or stated on the Order Form.
6.2 Invoicing and Payment : You will provide Us with valid and updated credit card information, through a secure payment gateway, or the information/authorization of bank account from where the payment can be remitted to us, or with a valid purchase order or alternative document acceptable to Us. If You provide credit card or bank account information to Us, You authorize to charge for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased Subscription). Such charges shall be made in advance, either quarterly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card or bank remittance, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3. Overdue Charges : If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies (including but not limited to cessation or suspension of the Services), (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4 Suspension of Service : If any amount owing by You under this agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 12.1 (Manner of Giving Notice), before suspending services to You.
6.5. Payment Disputes: We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.6 Taxes : Our Purchased Services fees and Users Subscriptions Do Not Include any taxes, levies, duties or similar Union or State or Local governmental assessments of any nature, including but not limited to service, value-added, sales, use or withholding taxes, assessable by any local, state, or central jurisdiction (collectively “Taxes”). You are responsible for paying all Taxes associated with Your purchases of Our Service. If We have the legal obligation to collect or to pay Taxes from You, for the purchase of our Services, the appropriate amount shall be invoiced to You and paid by You.
6.7. Future Functionality : You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
7.1 Reservation of Rights : We reserves all rights, title and interest in and to the Services and the software, code, programs, algorithms, methodologies, techniques, designs, inventions, processes, copyrights, patents, designs, trademarks. logos inherent in or developed and used for the Services, including all related intellectual property rights and all derivatives, improvements, customizations, extracts and variants of the same, irrespective of the origins thereof. No rights are granted to You or to Your Users or to your agents hereunder other than limited usage rights as expressly set forth herein.
7.2 Restrictions : You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create any derivate works/services based on the Services, (iii) copy, frame or mirror any part or content of the Services, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) directly or indirectly copy any features, functions or graphics of the Services.
7.3 Ownership of Your Data : You own all rights, title and interest in and to all of Your Data. However, You agree that We shall use Your Data for aggregation and provision of the Services and shall also use the contact information of the Users for providing them with relevant offers for services and products from time to time.
7.4. License by You to Use Feedback : You acknowledge that you have granted Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into the Services any suggestion, customization, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.
8.1. Definition of Confidential Information : “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information : The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this section.
8.3 Your Account, Passwords and Security : You are responsible for maintaining the confidentiality of the user-ids and passwords you choose when You and Your Members create your account and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Us of any unauthorized use of Your password and (b) ensure that You exit from Your account at the end of each session using the logout link. We will not be liable for any consequence arising from your failure to comply with this Section.
8.4. Compelled Disclosure : The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9.1 Our Warranties : We warrant that (i) the Services shall perform materially in accordance with the information provided on our website, and (ii) the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.
9.2 Mutual Warranties : Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not knowingly transmit to the other party any Malicious Code.
9.3 DISCLAIMER : EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE HEREBY SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.1 LIMITATION OF LIABILITY : IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND INCLUDING FOR DAMAGES, LOSSES, CLAIMS, EXPENSES, COSTS, LEGAL FEES OR ANY OTHER HEADS, EXCEED THE LESSER OF INR 25,000 OR THE AMOUNT PAID BY YOU FOR THE SERVICES HEREUNDER IN THE THREE MONTHS IMEMDIATELY PRECEDING THE CLAIM. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES & PAYMENT FOR PURCHASED SERVICES) ABOVE. ADDITIONALLY, THE FACT THAT WE WERE PREVIOUSLY AWARE OF THE LIKLIHOOD OF OR COULD HAVE REASONABLY FORESEEN OR PREVENTED THE INCURRENCE OF ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, COSTS OR INJURY SHALL NOT CAUSE ANY ENHANCEMENT IN THE AFORESAID LIMITATION OF OUR LIABILITY.
10.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES : IN ADDITION AND WITHOUT PREJUDICE TO THE FOREGOING, IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES. LOSSES OR EXPENSES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1 Term of Agreement : This Agreement will commence on the date You accept it, through Our website, and will continue until the User subscription granted in accordance with this Agreement have expired or have been terminated. A copy of this Agreement will be sent to the e-mail address of Your authorized representative, who agreed to purchase the subscription, through an auto generated e-mail. In case You elect to use the Services for a free trial period and do not purchase a subscription, before the end of that period, this Agreement will terminate at the end of the free trial period.
11.2 Term of Purchased Subscription : The User subscription purchased by You commences on the start date specified in the applicable Order Form and continues for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or three months (whichever is shorter), unless either party gives the other a notice of non-renewal at least 30 (thirty) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written/e-mail notice of a pricing increase at least 30 (thirty) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not generally exceed 10% (ten percent) per annum over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as “promotional” or “special” or “one-time” Or in the event that the general/retail inflation in India during the period was in excess of 10% (ten percent) per annum.
11.3 Termination for Cause : Either party may terminate this Agreement for cause:(a) upon 30 (thirty) days written/e-mail notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, winding up or assignment for the benefit of creditors.
11.4 Refund or Payment upon Termination : Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscription/s after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11.5 Return of Your Data : Upon written request by You made within 30 (thirty) days after the effective date of termination of a Purchased Services Subscription, We will make available to You for download a file of Your complete Data in comma separated value (CSV) format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter be entitled to delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
11.6 Surviving Provisions : Section 6 (Fees and Payment for Purchased Services), Section 7 (Proprietary Rights and Licenses), Section 8 (Confidentiality), Section 9.3 (Disclaimer), Section 10 (Liability Limitations), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), Section 12 (Notices, Governing Law & Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.
12.1 Manner of Giving Notice : Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) the first business day after personal (recorded) delivery, (ii) the second business day after sending by confirmed facsimile/e-mail, or (iii) the next business day after it was actually delivered through registered mail. Notices to You shall be addressed via e-mail to the authorized person or administrator or e-mail address designated by You for Your Services account, and in the case of billing-related notices, to the relevant billing contact/e-mail address designated by You.
12.2 Agreement to Governing Law and Jurisdiction : Each party agrees that this Agreement and the relationship amongst You and Ourselves shall be governed exclusively by the applicable laws of the Republic of India and the appropriate courts at Mumbai, India alone shall enjoy jurisdiction in respect of any disputes or other matters amongst You and Ourselves. Provided, however, nothing hereinabove shall be construed to restrict Us from approaching a relevant court, tribunal or other body in any jurisdiction for the purposes of obtaining any injunctive relief as We may deem fit at Our sole discretion.
13.1 Relationship of the Parties : The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.2. Third-Party Beneficiaries : There are no third-party beneficiaries to this Agreement, and all third party rights are hereby expressly excluded.
13.3 Waiver and Cumulative Remedies : No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
13.4. Anti-Corruption. : You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify us at support@chsonline.in.
13.5 Severability : If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.6 Attorney Fees : You shall pay on demand all of Our reasonable attorney fees, collection charges and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 7.2 (Invoicing and Payment)
13.7 Assignment : You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate or such other reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.8 Entire Agreement : This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
THIS ELECTRONIC DOCUMENT AND THE AGREEMENT HAS BEEN ENTERED INTO BETWEEN YOU AND US, THROUGH YOUR ACCEPTANCE OF THE SAME ON OUR WEBSITE https://www.chsonline.in
You may end the Service simply by not renewing at your next Expiry Date.