Last updated: 30th July 2018
Effective from: 1st September 2018

DruCloud Terms of use

1.GENERAL

This document is an "electronic record" as per Information Technology Act, 2000 and a "contract" as per The Indian Contract Act,1972.

"DruCloud.com" is a domain owned and operated by Drubus Technologies Pvt Ltd (hereafter "Drubus" or "we" or "our"), a company registered under the Companies Act 2013, having its registered office at 1210, Block C, Banaprasad, Bomikhal, Bhubaneswar-751010 with CIN U72100OR2014PTC018051."You", "your", "customer", "company" refers to the contracting entity that Drubus is making this document available for perusal and acceptance.

Please read these terms of use ("Terms") before using any servicefrom Drubus or service providers ( independent partners) on https://www.DruCloud.com. If any terms are unclear or not acceptable, please contact us on info@drubus.com for clarifications. Please do not use https://www.DruCloud.com if you do not accept these terms and any changes that will be informed to you in advance of being effective.

By using our services, products, software, website(s) and any or all information hosted on the website or any other platform owned or operated by us (together the "Services"), you are entering into a binding contract with us. Your contract with us includes these Terms, the data privacy policy (www.drucloud.com/dataprivacy) ("Privacy Policy") and any other product specific terms that may be applicable during your purchase of any of our Services. Your continual use of www.drucloud.com constitutes a valid and binding acceptance of these Terms with confirmation that you are competent to contract for the company that you represent and that you are above the age of 18 (eighteen) years. Should you not agree with these Terms, kindly do not use our Services.

2.DATA PRIVACY

Your use of www.drucloud.com to process, reproduce, modify or distribute your data (or your customer's and employees' data) should be limited to data that you either own or have an agreement to use for providing a service to your customers or employees. We do not store any of your (or your customer's) personal data beyond a period of one year except when it is required for billing or an invoicing dispute. Your privacy is governed as per the Privacy Policy shared on www.drucloud.com/dataprivacy.

3.CHANGES TO the AGREEMENTS

We may, in our sole discretion, make changes to the Services as may be necessary from time to time. By continuing the use of our Services after such changes are made, you give your express consent and acceptance to these changes.

4.WARRANTY AND INDEMNIFICATION

We do not warrant that the software hosted on www.drucloud.com will be without fault or always available (we will inform you in advance for planned upgrade and maintenance which will be scheduled after 1800 hrs on weekdays and any time over the weekends, however, such communications, timings and changes thereto shall be decided solely at our discretion). We will take all possible precaution to secure ourselves from virus attacks but cannot guarantee that we will not be hacked. To limit the damage in such an eventuality, we have encrypted all your personal data in 256 bit encryption which makes it computationally expensive to decipher.

We make no warranty that: (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.

Please consider your usage of www.drucloud.com with Drubus’s or any included third party software on an “AS IS” basis WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. You use the Services at your own risk and you agree to indemnify, defend, and hold harmless Drubus and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from your continual use of www.drucloud.com, any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party due to or arising out of: (a) your breach of these Terms, Privacy Policy (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d), allegations that this indemnification shall not apply to the extent that the claim arises out of Drubus’ gross negligence or willful misconduct. You understand and agree that Drubus is not responsible or liable for any transaction between you and third-party providers of third party applications or products or services advertised on or through the Services. Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited.

5.CODE OF CONDUCT

You agree that your usage of www.drucloud.com is not for an illegal, inappropriate (pornographic or violent), malicious or fraudulent purpose and does not violate rights of other users. If we are made aware of any such usage, we reserve the right to permanently block your access in our discretion and / or report such unacceptable conduct to relevant authorities.

6.USAGE FEES/CHARGES

The usage of any software hosted on www.drucloud.com will be applicable as per transaction fee and/or monthly, quarterly or the annual charges as agreed in the software license and services agreement (SLSA) with your company. You agree to pay us the invoiced amount (as per the frequency agreed in SLSA) including GST, net of any taxes that needs to withheld and paid on our behalf via NEFT/RTGS or cheque.

7.INTELLECTUAL PROPERTY

The software, logos, marks, information, widgets, pictures and all other material hosted on www.drucloud.com are the intellectual property of Drubus unless it includes third party software which are included as per the licensing terms of third parties in our software installation folder on the server. You agree to respect the same and not use our service to develop a competing offering infringing on our intellectual rights.

8.LIMITED LICENSE

Our Services along with the software are licensed to you in a limited manner, and such license does not constitute a sale in any manner whatsoever, deemed or otherwise and Drubus retains title to all the Services including those licensed to you. We respect intellectual property rights and request you to do the same, which means that that copying, re-creating, burning, hacking, modifying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, sub-licensing, create derivative works from, transferring, or selling any information, software, products or services obtained from the Services is strictly prohibited and beyond the Terms. You further agree to not impede the functioning of this web portal/application (as the case may be) in any manner whatsoever.

9. TERM AND TERMINATION

These Terms will continue to apply until terminated in accordance with the provisions set out herein. Drubus or you can terminate the access to www.drucloud.com with 30 days’ notice. We and you agree to fulfill our responsibilities before the agreed termination date. Drubus’s responsibilities will include giving you a copy of all of your data and a final invoice. It is your responsibility to pay the invoice in full before terminating and closing your account with Drubus.

Subject to our obligations under the SLSA contemplated under clause 6 hereinabove, we retain the right to suspend your access to the Services and that in case of such suspension, Drubus shall have no obligation whatsoever, to the fullest extent permitted under law, to refund any amounts you may have already paid.

10. LIMITATION OF LIABILITY

Drubus, its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners, employees will not be liable for any special, incidental, indirect or inconsequential damages incurred due to your use of www.drucloud.com. Drubus’s maximum liability whether in tort, contract, or otherwise, with respect to, arising out of or related to the Services for direct damages will not exceed the amount received from your company in previous one month (the month immediately before such alleged damage occurred) of usage or INR 10 (Ten) thousand, whichever is lesser.

11. JURISDICTION, DISPUTES AND ARBITRATION

These Terms of Use shall be subject to and construed in accordance with the laws of India, with all potential disputes in connecting with arising out of these Terms being subject to the exclusive jurisdiction of courts of Mumbai.

Any disputes regarding our liabilities under these terms which cannot be resolved after mutual discussion, will be governed as per the Arbitration and Conciliation Act, 1996 (including any amendments thereto) The arbitration tribunal shall comprise of 3 arbitrators. Both parties will nominate one arbitration each and such nominated arbitrators shall mutually decide on the Chairman of the tribunal.

The Arbitration Award will be final and binding upon you and Drubus.

The proceedings of such arbitration shall be conducted in English language and the venue of such arbitration shall be Mumbai, Maharashtra, India.

12. SEVERABILITY AND WAIVER

If any provision of these Terms are held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from the Terms and the remainder of the Terms shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with the conditions set out herein; provided however that, in such event of unenforceability, the Terms shall be interpreted so as to give effect to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.

The failure or delay of Drubus to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever.

13. NOTICES

All notices, demands or other communications required or permitted to be given or made under or in connection with these Terms shall be in writing and shall be sufficiently given at Drubus Technologies Pvt Ltd , 1210, Block C, Banaprasad, Bomikhal, Bhubaneswar-751010

14. ASSIGNMENT

All our rights and obligations under these Terms are freely assignable by us to any of our affiliates, in connection with a merger, acquisition, restructuring, liquidation, bankruptcy or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.

15. RELATIONSHIP

Subject to the terms set out in the SLSA stated under clause 6 hereinabove (if applicable), no independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.

16. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Drubus and supersedes any prior agreements. There may be other agreements you enter into with us for different aspects of our Services such as but not limited to the SLSA ("Other Agreements”) and Other Agreements will govern those specific aspects. To the fullest extent possible, the Terms shall be read in harmony with Other Agreements. Should there be an inconsistency in, construal, interpretation, or intent between the Terms and Other Agreements, the provisions of the Terms shall prevail except as otherwise provided in these Terms.

We appreciate and thank you for reading the Terms!

Drubus Technologies Pvt Ltd
1210, Block C, Banaprasad, Bomikhal, Bhubaneswar-751010