(B) If Customer does not accept these terms, then the Customer shall not register for use, or use the InnoAssist service. Customer agrees to provide InnoThink InfoTech with complete and accurate information when Customer register for the Services, and to keep such information up to date.
(C) The Customer’s attention is drawn in particular to clause 1.5 (which restricts usage of the service to one account within a single entity), 6.2 (which sets out some items for which InnoThink InfoTech does not provide any guarantee) and clauses 11.2 and 11.4 (which impose important limitations on InnoThink InfoTech’s liability to the Customer).
1. PERMITTED USAGE
1.1 Subject to the Customer paying for the Permitted Usage in accordance with clause 2 and clause 8.1, the restrictions set out in this Agreement, InnoThink InfoTech hereby grants to the Customer a non-exclusive, non-transferable right to use the Services strictly in accordance with the Permitted Usage during the Subscription Term solely for the Customer’s internal business operations.
1.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) in a manner that is otherwise illegal or causes damage or injury to any person or property; and InnoThink InfoTech reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. InnoThink InfoTech shall fully co-operate with any law enforcement authorities or court order requesting or directing InnoThink InfoTech to disclose the identity or locate anyone posting any material in breach of clause 1.2 and 1.3.
1.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Product Description (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b) access all or any part of the Services and Product Description in order to build a product or service which competes with the Services and/or the Product Description; or
(c) use the Services and/or Product Description to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Product Description available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Product Description; and
1.4 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Product Description and, in the event of any such unauthorized access or use, promptly notify InnoThink InfoTech.
1.5 The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer. Only one subscription to the Services may be activated by any company, person or other entity. Duplicate subscriptions for any company, person or entity shall be considered a material breach of this Agreement, not capable of remedy, for the purposes of clause 12.2(b) below.
1.6 The Customer undertakes to ensure that all Users comply with this Agreement and acknowledge that Customer shall remain responsible and liable for the acts or omissions of all Users to the same extent as if Customer had carried out such acts or omissions itself.
1.7 Responsibility for the security of any usernames and passwords issued (including those of any Users) rests with Customer.
1.8 Customer will provide InnoThink InfoTech, at the time of registration, contact information for Customer’s system administrator, who is authorized to provide the information required to configure and manage InnoAssist (super admin).
2. INCREASING OR DECREASING PERMITTED USAGE
2.1 Subject to clause 2.2, the Customer may, from time to time during any Subscription Term, purchase additional Permitted Usage in excess of that initially purchased and InnoThink InfoTech shall grant access to the Services for such additional Permitted equipments or user in accordance with the provisions of this Agreement.
2.2 If the Customer wishes to purchase additional Permitted equipment or user, the Customer may do so by means of contacting InnoThink InfoTech representative, or writing an email to . If additional Permitted equipments or user is charged to or purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), resulting additional Subscription fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
2.3 In the event that Customer wishes to decrease the amount of equipments or users, the Customer may do so by means of contacting InnoThink InfoTech representative or writing an email to . If decreased Permitted Usage is selected by the Customer, the Customer must remove the references from system of those resources that he or she wishes to no longer be supported, in advance of the end of the Initial Subscription Term or then current Renewal Period (as applicable). The revised Permitted Usage and resulting decreased Subscription Fees shall apply from the commencement of the following Renewal Period.
3.1 InnoThink InfoTech shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
3.2 InnoThink InfoTech shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out; and
(b) unscheduled/emergency maintenance,
provided that InnoThink InfoTech has used reasonable endeavors to give the Customer notice in advance.
3.3 InnoThink InfoTech will, as part of the Services, provide the Customer with InnoThink InfoTech standard annual customer support contract during Normal Business Hours in accordance with InnoThink InfoTech Service Level Agreement Policy in effect at the time that the Services are provided. InnoThink InfoTech may amend the Support Services Policy in its sole and absolute discretion from time to time.
3.4 From time to time InnoThink InfoTech may offer Customer certain additional Services as free beta trials in order to gain a view on their maturity and suitability for adding to the InnoThink InfoTech suite of services. Customers agree that InnoThink InfoTech has the sole authority and discretion to determine the period of time for testing and evaluation of these beta services and reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of them with or without notice to Customer. Customer agrees that InnoThink InfoTech will not be liable to Customer or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta services for any reason. Once the beta trial period is over, InnoThink InfoTech will notify Customer and Customer will either commence payment for the relevant Service or discontinue use.
3.5 InnoThink InfoTech may suspend Customer’s account or any User account or temporarily disable access to whole or part of the Service in the event of any of the following:
(a) any suspected illegal activity,
(b) failure to activate account or verify email address within 3 days of registration or voluntary account closure by Customer.
(c) requests by law enforcement or other government agencies.
3.6 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
3.7 The Customer hereby grants to InnoThink InfoTech a royalty-free, non-exclusive, irrevocable, right to gather and process State Information solely for the purposes of providing the Services, and warrants and undertakes that Customer has all necessary rights and permissions to authorize InnoThink InfoTech to do so.
4. THIRD PARTY PROVIDERS
5. INNOTHINK INFOTECH OBLIGATIONS
5.1 InnoThink InfoTech undertakes that the Services will be performed substantially in accordance with the Product Description and with reasonable skill and care, and that it has used all reasonable endeavors to ensure that the application is free from Viruses.
5.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to InnoThink InfoTech instructions, or modification or alteration of the Services by any party other than InnoThink InfoTech or InnoThink InfoTech duly authorized contractors or agents. If the Services do not conform to the undertaking in clause 6.1, InnoThink InfoTech will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, InnoThink InfoTech:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Product Description and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Product Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3 Customer acknowledges that the Service has not been developed to meet Customer’s individual requirements, and that it is therefore Customer’s responsibility to ensure that the facilities and functions of the Services meet Customer’s requirements.
5.4 Customer further acknowledges that it is not possible to test the Service in advance in every possible operating combination and environment and it is not possible to produce a Service known to be error free in all circumstances.
5.5 InnoThink InfoTech makes no warranty or representation that the Services will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure or free of Viruses (despite InnoThink InfoTech efforts to deploy industry standard security measures).
5.6 The Customer acknowledges that no data transmission over the Internet can be guaranteed to be secure. InnoThink InfoTech is not responsible for any interception or interruption of any communications through the Internet or networks or systems outside InnoThink InfoTech control. Customer is responsible for maintaining the security of its networks, servers, applications and Artefacts Resources.
5.7 Nothing in this Agreement shall prevent InnoThink InfoTech from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Product Description, products and/or services which are similar to those provided under this Agreement.
6. CUSTOMER’S OBLIGATIONS
The Customer shall:
(a) provide InnoThink InfoTech with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by InnoThink InfoTech;
in order to provide the Services;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, InnoThink InfoTech may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Services and the Product Description are used in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement;
(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for InnoThink InfoTech, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by InnoThink InfoTech from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to InnoThink InfoTech data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
7. CHARGES AND PAYMENT
7.1 As a condition of its use of and access to the Services, the Customer shall pay the Subscription Fees to InnoThink InfoTech for the Permitted Usage in accordance with this clause 8 and the Registration Form.
7.2 The Customer shall on the Effective Date provide to InnoThink InfoTech valid, up-to-date and complete credit card details or approved purchase order information acceptable to InnoThink InfoTech and any other relevant valid, up-to-date and complete contact and billing (credit card) details. The Customer hereby authorizes InnoThink InfoTech to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 12.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
7.3 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in the currency specified on the Registration Form;
(b) are, subject to clause 11.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax or sales tax (as applicable), which shall be added to InnoThink InfoTech invoice(s) at the appropriate rate.
7.4 InnoThink InfoTech shall be entitled to increase the Subscription Fees, or the fees payable in respect of the additional Permitted Usage purchased pursuant to clause 2.2, at the start of each Renewal Period upon 30 days’ prior notice to the Customer and the Subscription Fees shall be deemed to have been amended accordingly.
7.5 For paying accounts, the Service is billed annually or monthly in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any subscription period. No refunds or credits will be provided in the event that the Customer does not utilize all its allocation of Artefacts Resources.
7.6 InnoThink InfoTech reserves the right to suspend Customer’s access to the Service immediately if Customer fails to provide InnoThink InfoTech with current valid credit card details that enable InnoThink InfoTech to charge the full amount of any outstanding fees and charges. InnoThink InfoTech will notify the Customer by means of the Settings Email or Payment Screen in advance of any card details no longer being valid. If no payment is made to clear the full amount of any outstanding fees and charges within 7 days of their becoming due, Customer’s account and all associated data will be deleted and InnoThink InfoTech will be entitled to suspend Customer’s access to the Services for up to 45 days, and/or terminate this Agreement without liability.
8. PROPRIETARY RIGHTS
8.1 The Customer acknowledges and agrees that InnoThink InfoTech and/or its licensors own all intellectual property rights in the Services and the Product Description. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Product Description.
8.2 Without limitation on clause 9.1 above, all trademarks, logos and service marks (the Trade Marks) which appear on Services are InnoThink InfoTech registered and unregistered Trade Marks or are licensed for use by InnoThink InfoTech by the owners of those Trade Marks.
8.3 Other trademarks are proprietary marks and are registered to their respective owners.
8.4 Nothing contained in the Services should be construed as granting any license or right to use any trademarks displayed on the Service without InnoThink InfoTech written permission or such other trademark owner.
9.1 The Customer shall defend, indemnify and hold harmless InnoThink InfoTech against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Product Description, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) InnoThink InfoTech provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
9.2 InnoThink InfoTech shall defend the Customer, its officers, directors and employees against any claim that the Services or Product Description infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) InnoThink InfoTech is given prompt notice and full details of any such claim;
(b) the Customer provides all co-operation requested by InnoThink InfoTech in the defense and settlement of such claim, at InnoThink InfoTech expense;
(c) InnoThink InfoTech is given sole authority to defend or settle the claim; and
(d) InnoThink InfoTech shall have no obligation under this clause in respect of any alleged infringement specified in clause 10.4 below.
9.3 In the defense or settlement of any claim, InnoThink InfoTech may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such courses of action are not reasonably practicable at what it considers in its absolute discretion to be a reasonable cost, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
9.4 In no event shall InnoThink InfoTech, its employees, agents and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on:
(a) a modification of the Services or Product Description by anyone other than InnoThink InfoTech; or
(b) the Customer’s use of the Services or Product Description in a manner contrary to the instructions given to the Customer by InnoThink InfoTech; or
(c) the Customer’s use of the Services or Product Description after notice of the alleged or actual infringement from InnoThink InfoTech or any appropriate authority.
9.5 Clause 10.2 and clause 11.4(b) state the Customer’s sole and exclusive rights and remedies, and InnoThink InfoTech (including InnoThink InfoTech employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
10. LIMITATION OF LIABILITY
10.1 This clause 11 sets out the entire financial liability of InnoThink InfoTech (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by the Customer of the Services and Product Description or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Product Description by the Customer, and for conclusions drawn from such use. InnoThink InfoTech shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to InnoThink InfoTech by the Customer in connection with the Services, or any actions taken by InnoThink InfoTech at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Product Description are provided to the Customer on an “as is” basis.
10.3 Nothing in this Agreement excludes the liability of InnoThink InfoTech:
(a) for death or personal injury caused by InnoThink InfoTech negligence; or
(b) for fraud or fraudulent misrepresentation.
10.4 Subject to clause 11.2 and clause 11.3:
(a) InnoThink InfoTech shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(i) loss of profits, loss of business, depletion of goodwill and/or similar losses; or
(ii) loss or corruption of data or information, or
(iii) pure economic loss, or
(iv) for any special, indirect or consequential loss, costs, damages, charges or expenses
however, arising under this Agreement; and
(b) InnoThink InfoTech total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of USD7200 (seven thousand two hundred US dollars) and 100% of the total Subscription Fees paid and payable by the Customer during the 12 months immediately preceding the date on which the claim arose.
11. TERM AND TERMINATION
11.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter this Agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a Renewal Period), unless:
(a) either party notifies the other party of termination (in writing) before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. Customer may notify InnoThink InfoTech of its termination of the Services in accordance with this clause 12.1 by means of written email to .
11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(d) to clause 12.2(i) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.3 On termination of this Agreement for any reason:
(a) all licenses granted under this Agreement, and the Customer’s right to use the Services, shall immediately terminate;
(c) Customer will have no access to State Information derived from the Services;
(d) each party shall return and make no further use of any equipment, property, Product Description and other items (and all copies of them) belonging to the other party;
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
12. FORCE MAJEURE
InnoThink InfoTech shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of InnoThink InfoTech or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
13.1 Each party (the Receiving Party) shall keep the other’s (the Disclosing Party’s) confidential information confidential. In the case of InnoThink InfoTech as the Disclosing Party, this includes all information (of any kind and in any format and coming into Customers knowledge, possession or control in any way) relating to InnoThink InfoTech business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (Confidential Information).
13.2 The Receiving Party shall not without InnoThink InfoTech prior written consent use, disclose, copy or modify the Disclosing Party’s Confidential Information (or permit others to do so) other than as strictly necessary for it to be able to do what it is permitted and required to do under this Agreement and, where disclosure to its officers, employees, agents, professional advisers and contractors is necessary, Receiving Party shall ensure such persons are made aware of and agree in writing to observe these same obligations.
13.3 Confidential Information shall not include:
(a) any information that was known to the Receiving Party before that information was imparted by the Disclosing Party; or
(b) any information that is in or subsequently comes into the public domain (through no fault of the Receiving Party); or
(c) any information that is received by the Receiving Party without restriction on disclosure or use from a third party lawfully entitled to make the disclosure to the Receiving Party without such restrictions; or
(d) any information that is developed by any of the Receiving Party’s employees who have not had any access to, or use or knowledge of, that information imparted by the Disclosing Party; or
(e) any information that the parties agree in writing is not confidential.
13.4 Each party may disclose any confidential information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
13.5 Customer hereby grants InnoThink InfoTech a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub licensable right and license to use any comments, suggestions, proposals or recommendations (“Feedback”) made by or on behalf of Customer in respect of the Services, and any such Feedback shall not be considered the Customer’s Confidential Information.
13.6 Subject to clause 25.11 above, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
14. ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire and exclusive agreement between InnoThink InfoTech and Customer with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. Purchase orders placed by Customer shall be for the sole purpose of specifying the Services that Customer wishes to purchase or has purchased. Any other terms stated in any purchase order delivered to InnoThink InfoTech by Customer shall have no effect.
14.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
15.1 The Customer shall not, without the prior written consent of InnoThink InfoTech, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
15.2 InnoThink InfoTech may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17. THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts.
18. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India.
19.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Agreement: the agreement constituted by Customer’s acceptance on completing the Registration Form of these Terms of Service, any additional service-specific terms, and the details of Customer’s subscription on the Registration Form.
Business Day: a day other than a Saturday, Sunday or public holiday in India when banks in India are open for business.
Customer Data: the data inputted by the Customer for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer: the corporate entity specified as the Customer on a Registration Form;
Effective Date: the start date of Customer’s Initial Subscription Term as specified in the Registration Form.
Initial Subscription Term: the initial term of this Agreement as set out in the Registration Form, being either 1 month or 12 months, or 3 years based on the customer’s subscription plan.
InnoThink InfoTech: InnoThink InfoTech, a limited company registered in Madurai
Normal Business Hours: 9.00am to 8pm IST time, each Business Day.
Permitted Usage: the use of the Services as specified with reference to the number of user, number of equipments on the Registration Form, as increased or decreased by the Customer in accordance with this Agreement.
Product Description: the document made available to the Customer by InnoThink InfoTech online via or such other web address notified by InnoThink InfoTech to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Registration Form: the online ordering for the Services completed by the Customer.
Renewal Period: the period described in clause 12.1.
Subscription Fees: the subscription fees payable by the Customer to InnoThink InfoTech for the Permitted Usage, as set out in the Registration Form.
Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: InnoThink InfoTech policy for providing support in relation to the Services as made available at or such other website address as may be notified to the Customer from time to time.
User: any person to whom Customer provides access to or otherwise make available the Service in whole or in part in any form.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
19.2 We may revise these Terms of Service and any charges applicable to the Services, at any time by updating this posting or (in the case of increases to the charges) notifying you by means of email. Please check this page time to time to review the current Terms of Services. InnoThink InfoTech will notify Customer of any changes as they occur, and they will be binding on Customer as from the start of the Subscription Term following the date of the change.