Definitions

1. "Your Account Information" refers to the details you share with us for creating or managing your account. This includes names, usernames, phone numbers, email addresses, and billing information linked to your account.
2. "Your Content" encompasses text, data, graphics, images, photos, videos, audiovisual content, hypertext links, and any other content that you, as the user, allow others to upload, post, compile, or provide to us for processing, storage, or hosting through the Services. Your Content excludes Account Information.
3. "Service" denotes the various services provided by us or our affiliates, such as the web services outlined in the Service Terms. Third-Party Content is not part of the Services.
4. "Third-Party Content" comprises content supplied by third parties in conjunction with the Services.
5. "Content" includes software (like machine images), data, text, audio, videos, or images.
6. "End User" refers to any individual or entity that directly or indirectly accesses or uses Your Content or the Service under your account. This term excludes individuals or entities accessing or using the Services or any Content under their own account.
7. "Suggestions" encompass all proposed enhancements to the Service that you submit to us.

General Information

1. Your content, used alongside the Service, is stored and managed in Cloud Computing Services such as IBM Cloud, AWS, Microsoft Azure, and others.
2. Availability:
• Chainworks Digital aims to ensure high availability of products or services during official engagements.
• For these Terms and Conditions, "availability" means products or services are accessible to clients unless there is a hardware failure of the server at the Hosting Site or a connection failure between the server hosting the products or services and the nearest Internet router.
• Software bugs, errors, or other issues do not affect availability and should be reported separately.
3. Support:
• Chainworks Digital offers technical support via email, online or offline channels, and phone during business days and hours, excluding national holidays in India.
• Support requests are categorized as follows:
• Fatal product or service issues: Immediate action within 48 hours.
• Limited functionality: Fix within 96 hours.
• Inconvenience functionality: Addressed in the next scheduled release or upgrade.
• Enhancement request: Prioritized for potential implementation in future releases.
• Support outside regular hours is available only for critical cases.
4. Additional Support:
• Chainworks Digital assists clients with operational issues, interface problems, and error messages related to products and services.
5. Upgrades:
• Chainworks Digital will install software upgrades/releases of products or services, including patches and fixes, at no additional cost during the SAAS Term. Upgrades will be communicated in advance.

Your Choice and Rights to Use

1. You are authorized to utilize the Service for your internal or external business needs as outlined in this Agreement. It is essential to adhere to the terms of this Agreement and all relevant laws, rules, and regulations concerning the Service usage. For external business purposes, please inform us accordingly.
2. In order to use the Services, you must have a valid email address and mobile number linked to your account. Unless expressly allowed by the Service Terms, one account per email address is permitted. Single Sign-On (SSO) credentials can be used for service access if SSO is officially endorsed without our products or services.
3. You are responsible for granting access to the Services to your authorized end users, and they should address any Service-related inquiries. We will reasonably assist with access requests, deletion, restriction, rectification, retrieval, transmission, access blocking, or objection to Service processing. Deletion or erasure is only authorized for authorized users and will be recorded in the system.
4. The Services may include Third-Party Software or Content that necessitates specific notices and/or additional terms and conditions. These requirements are governed by this Agreement and, if applicable, distinct terms and conditions associated with such Third-Party Software or Content, which might entail separate fees and charges.

Login Credentials

To use the Services, You must use a valid user ID and password or use the web application's delegated authentication feature for secure access to the Services. You are responsible for maintaining the confidentiality and security of all of your login credentials. You shall be responsible for all activity by Registered Authenticated Users or End Users authorized by You or occurring under your login credentials. You agree to immediately notify us upon becoming aware of any unauthorized use of or access to any of your login credentials. If a Registered User ceases to be an Employee or authorized agent of you or is assigned different responsibilities, you may deactivate such Registered User’s access to the Services and give Services access to a new Registered User.

Security and Data Privacy, Security Audit

1. We have implemented various technical, physical, and organizational measures, aligned with Corporate Security Practices, to safeguard Your Content from accidental or unlawful actions. These measures aim to protect against destruction, loss, alteration, unauthorized access, and other unlawful processing. For more details, please refer to our Privacy Policy.
2. Your content will be stored based on business needs. We will only access or use Your Content when necessary for maintaining service functionalities or to comply with legal requirements. Your Content will not be shared with any unauthorized third parties without your consent, except when mandated by law. We will inform you of any legal obligations unless prohibited by law. Your Account Information will be handled in accordance with our Privacy Policy, to which you agree. Note that the Privacy Policy does not cover Your Content.
3. We continuously assess our security protocols, incorporating new technologies and methods. While we strive for robust security, no system is entirely foolproof. In the unfortunate event of a breach, Chainworks Digital will not be held liable for any losses, expenses, or damages, including indirect or consequential ones, arising from data use or loss. For more details, please refer to our "Data Policy."
4. Adhering to the OWASP TOP 10 Security Risks and Vulnerabilities standard, we address various threats such as Injection, Broken Authentication, Sensitive Data Exposure, and others through authorized external agencies. Our products and services require valid Security audit certificates for use. Chainworks plays a crucial role in obtaining these certificates from authorized third-party agencies. Additionally, we comply with security standards like HIPAA and GDPR upon client or customer requests for our services or products.

Incident Management and Data Breach Notifications

We promptly assess and respond to incidents that suggest unauthorized access to or mishandling of our services. If we identify an incident as a security breach compromising the confidentiality, integrity, or security of the services information, we will promptly inform you. As we gather information about the breach or as it becomes reasonably available to us within legal constraints, we will share pertinent details with you.

Sharing Your Content

Your content, stored in our software, may be shared across our Services and affiliated entities. Additionally, we might share Your Content with the following third parties:

1. Third-party service providers (such as IT service providers, and auditors) to assist in performing business functions on our behalf.
2. Relevant third parties in scenarios like reorganization, mergers, sales, joint ventures, or any transfer of our business, assets, or stock.
3. Disclosure as required by law, to protect rights, safety, investigate fraud, or respond to governmental requests.
4. When granting third parties access to Your Content, we will implement suitable contractual, technical, and organizational measures to ensure compliance with this policy and relevant laws.

Your Responsibility

1. You are accountable for all activities under your account, except those caused by our breach of the Agreement. This responsibility extends to activities whether authorized by you, carried out by you, your employees, or a third party (including contractors, agents, or End Users). Unauthorized access to your account is not our responsibility or that of our affiliates.
2. It is your responsibility to ensure that Your Content and the use of Your Content or the Service Offerings by you and End Users comply with the Policies and all relevant laws. You are solely responsible for developing, managing, and using Your Content.
3. The log-in or SSO credentials and private keys created by our products or services are for your internal use only. You are prohibited from selling, transferring, or sublicensing them to any other entity or individual, except for disclosing your private key to agents and subcontractors working on your behalf.

Your Obligations

1. Compliance:
• The customer is accountable for its Applications, Projects, and Customer Data, ensuring they adhere to the Acceptable Use Policy (AUP).
• We retain the right to assess the compliance of Applications, Projects, and Customer Data with the AUP.
• It is the customer's responsibility to ensure that all Customer End Users comply with the obligations stated in the AUP.
2. Privacy:
• The customer must secure and maintain any necessary consents required to authorize the processing of Customer Data as per this Agreement.
3. Restrictions:
• You are prohibited from:
• Copying, modifying, creating derivative works of, reverse engineering, decompiling, translating, disassembling, or attempting to extract the source code of the Services, except where expressly allowed by law.
• Using the Services for High-Risk Activities.
• Sublicensing, reselling, or distributing any part of the Services separately from any integrated Application.
• Generating multiple Applications, Accounts, or Projects to mimic or function as a single entity, or accessing the Services in ways meant to avoid Fees or exceed usage limits.
4. Third-Party Components:
• Third-party components, including open-source software, within the Services may be governed by separate license agreements.
• If a third-party license explicitly overrides this Agreement, that license controls the customer's use of the respective third-party component.
5. Documentation:
• We may supply Documentation for your utilization of the Services, outlining any restrictions on constructing Applications or using the Services. Compliance with these specified restrictions is mandatory.

Suspension

1. Policy Violations:
• Upon discovering any violations of our policies by you or any of your End Users while using the Services, we will notify you of the violation and request correction.
• If the violations are not rectified within 24 hours of the notice, we reserve the right to suspend part or all of your access to the Services until the issues are addressed.
2. Other Suspension: In addition to Section Suspension.1 (Policy Violations), we may promptly suspend part or all of your access to the Services if:
   
1. we suspect that your or your End Users' use of the Services may negatively impact the Services, other customers, or our network and servers, including unauthorized cryptocurrency mining;
   
2. unauthorized third-party access is suspected;
   
3. immediate suspension is necessary to comply with the law; or You are in violation of Section Your Obligation.3 (Restrictions). We will remove any suspensions once the underlying issues have been resolved. Upon request and where legally permissible, we will inform you promptly about the reasons for the suspension.
   

Third Party Websites, Content, Products and Services

The web application offers links to websites and access to content, products, and services from third parties such as users, advertisers, affiliates, and sponsors. We do not take responsibility for third-party content on the web application or any modifications or revisions to such third-party websites, content, products, and services. You assume all risks linked to accessing and utilizing these websites and third-party content, products, and services.

Fees and Payment

1. Payment:
• You are required to pay the specified fees for using the Service through our supported payment methods.
• All payments must be made without setoff, counterclaim, deduction, or withholding, unless mandated by law.
• Fees for new Services or features become effective upon usage, unless stated otherwise.
• We may notify you at least 30 days in advance of any new or increased fees for existing Services.
• The applicable fees will be displayed on the web application in INR.
• Monthly billing of fees and charges will be done, with the possibility of more frequent billing in case of suspected fraudulent activity.
2. Taxes:
• Fees do not include applicable national, state, or local indirect taxes that we are legally bound to charge.
• Taxes, including GST, will be detailed in the invoice as per the law.
• You must provide correct GST Information for accurate invoicing.
• Withholding taxes are our responsibility, and you should pay the fees in full without applying any withholding taxes.
• Upon providing a withholding tax certificate, we will reimburse the deposited taxes.
3. Free Trial:
• A free trial may be offered at our discretion with specified terms.
• Free trials cannot be combined with other offers and will automatically transition to billing unless canceled.
• Monitoring the end date of the free trial period is advised for timely cancellation.
4. Invoice Disputes & Refunds:
• Invoice disputes should be raised before the payment due date.
• Credit memos will be issued for billing inaccuracies attributable to us.
• Refunds, if granted, will be in the form of service credits.
5. Delinquent Payments (Suspension):
• Late payments may incur interest and collection expenses.
• Failure to pay on time may result in Service suspension or Agreement termination.
• Purchase order numbers are required for fee payment.

Term and Termination

At its discretion, we reserve the right to discontinue or restrict access to the Services, specific areas of the web application, or Content offered on or through the web application. You acknowledge that we have the authority to terminate or restrict your access to the Site or any Content at any time. If we determine, at our sole discretion, that you have violated a third party's copyrights, we may terminate or restrict your access to the Site. We are not liable to you or any third party for terminating or limiting your access to the Site or any Content, including any Shared Content. You can end this Agreement by notifying us and closing your account for all Services with an account closing option. We may terminate this Agreement by giving you a 30-day notice. If all fees under this Agreement are paid, you can retrieve Your Content from the Services. Any use of the Services after Termination Date will be subject to the terms of this Agreement, and you will be required to pay the applicable fees as outlined in Section Fees and Payments.

Confidentiality

1. Obligations: The recipient is required to maintain the confidentiality of the Confidential Information, sharing it only with Affiliates, employees, agents, or professional advisors who have agreed in writing to keep it confidential. These individuals and entities must use the information solely for the purposes outlined in the Agreement, exercising due care to preserve its confidentiality.
2. Required Disclosure: In cases where disclosure of Confidential Information is mandated by applicable Legal Process, the recipient must make reasonable efforts to inform the other party before disclosure and comply with their reasonable requests to resist the disclosure. However, this notification requirement does not apply if fulfilling it could result in a Legal Process violation, impede a government inquiry, or endanger an individual's life or physical well-being. You are accountable for addressing all third-party inquiries regarding your use and that of your End Users of the Services.
3. All tangible Confidential Information must be labeled as "Confidential" or similar, while intangible information shared orally should be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days.

Representations and Warranty

1. The Services will be provided in a professional manner following general industry standards and practices.
2. Compliance with all relevant laws, codes, and regulations of India, as well as those of any state or local jurisdiction, will always be ensured, especially concerning User Data.
3. While employing commercially available security measures, we do not guarantee uninterrupted or error-free access to the Services.
4. We guarantee that the Services will substantially align with the description provided for the web application version, and we will make reasonable efforts to address any significant non-conformities or defects promptly. In case modifications are not feasible, you are entitled to a refund for any prepaid unused fees. We are not liable for issues arising from your alterations to the Services or inconsistent use with the documentation or this Agreement.
5. Although the Web application may require the disclosure of PII or PHI to operate, all such data, including personal information of third parties, is stored exclusively within India, ensuring compliance with regulations like HIPAA.

Disclaimer

WITH THE EXCEPTION OF WHAT IS OUTLINED IN THE SECTION ON TERM AND TERMINATION IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" OR "AS DEMAND." WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT REGARDING THE SERVICES OR THE THIRD-PARTY CONTENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE AND OUR AFFILIATES AND LICENSORS DO NOT GUARANTEE THAT: • THE SERVICES WILL MEET YOUR REQUIREMENTS. • THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS. • THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE OR RELIABLE. • THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY CONTENT ACCESSED, DOWNLOADED, OR OBTAINED THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK. WE ARE NOT LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM DOWNLOADING OR USING CONTENT. WE RESERVE THE RIGHT TO MODIFY, UPDATE, AND MONITOR THE USE OF THE SERVICE AND CONTENT PROVIDED ON OR THROUGH THE SERVICE AT ANY TIME WITHOUT PRIOR NOTICE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM THIS AGREEMENT, THE USE OF SERVICES, THE PROVISION OF PROFESSIONAL SERVICES, OR ANY CONTENT PROVIDED THROUGH THE SERVICES. OUR AND OUR AFFILIATES' AND LICENSORS' TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE THAT LED TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY.

Indemnification

You commit to defend, indemnify, and protect us, along with our respective directors, officers, employees, representatives, agents, affiliates, and licensors, from any claims, liabilities, damages, losses, or expenses, including reasonable legal fees. This includes time and materials our employees and contractors spend on responding to third-party legal orders related to claims arising from:

(a) Your or any End Users’ use of the Service

(b) Breach of this Agreement or any applicable law

(c) Infringement of third-party rights, including intellectual property rights.

Changes to this Agreement

We reserve the right to update this Agreement (including pricing and any Policies) and associated documents periodically. Changes will be communicated by posting a revised version on the Services web applications or through email. Significant alterations will take effect 30 days after posting, unless they relate to new features, in which case they will be immediate. For substantial changes, a notice will be sent at least 90 days in advance via email or posted on our webpage. By using the Services after the changes, you accept the updated terms. It is advised to regularly check our web pages for any updates to this Agreement. The last modification to this Agreement was made on the date indicated at the end of the document.

Miscellaneous

1. Client Responsibilities:
• The client is responsible for managing and granting rights to its authenticated users or Permitted Client.
• It is the client's duty to ensure that its authenticated users or Permitted Client adhere to the Terms and Conditions regarding the use of products or related Services.
• The client must provide internet connectivity and security at its location(s) to allow adequate access to our products or services hosted at the Hosting Site.
• We are not accountable for the reliability or continuous availability of the communication lines or security configurations used by the client to access the internet for Software or Service.
• The client needs to ensure that each product or service associated with the Application has a privacy policy governing its data collection and usage practices.
2. Notices:
• All notices should be in writing and directed to the other party's legal department and primary point of contact.
• Notices sent to us should be addressed to legal-notices@chainworks.io.
• Notice is considered delivered upon receipt as confirmed by written, automated receipt, or electronic log.
3. Assignment:
• Neither party can assign any part of this Agreement without written consent from the other party, except to an Affiliate under specific conditions.
• Any unauthorized attempt to assign is void.
4. Change of Control:
• If a party undergoes a change of Control, written notice must be given to the other party within thirty days.
• The other party has the right to terminate this Agreement within thirty days of receiving written notice after a change of Control.
5. Force Majeure:
• We are not liable for any delay or failure in Services if it arises from causes beyond our control.
• Such causes include acts of God, natural disasters, acts of terrorism, or delays by the Customer in providing required resources.
6. No Agency:
• This Agreement does not establish an agency, partnership, or joint venture between the parties.
7. No Waiver:
• Neither party waives any rights by not exercising them under this Agreement.
8. Severability:
• If any term of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement remains in effect.
9. Independent Contractors; Non-Exclusive Rights:
• Both parties are independent contractors, and this Agreement does not create a partnership, joint venture, or employment relationship.
• Each party reserves the right to develop similar products or assist third parties offering competitive products or services.
10. Limited Time to Bring Claims:
• Any cause of action related to the Services must commence within one year of accrual; otherwise, it is permanently barred.
11. Disputes:
• Disputes will be resolved through binding arbitration as per the (Indian) Arbitration and Conciliation Act, 1996.
• Dispute resolution will be on an individual basis, not as a class or consolidated action.
12. Governing Law:
• The laws of India govern These Terms, and any dispute will be subject to the exclusive jurisdiction of courts in Mumbai.
13. Entire Agreement:
• These Terms constitute the entire agreement between the parties and replace all prior agreements regarding the subject matter.