Clodura.ai is owned and controlled by CLODURA SYSTEMS PRIVATE LIMITED, with CIN U72200PN2015PTC153851, having office at 9, Building A, PH 1 State Bank Nagar Hsg Society, Pashan, Pune MH 411008 IN (“Clodura”). Clodura.ai (for the sake of brevity hereinafter referred to as “Website”) is a B2B platform which creates, maintains and provides sales related data, which facilitates the User(s) and/or Customer(s), to find & connect with decision makers, book meetings, and generate revenue faster using the Clodura Site and Services. The Services (more particularly defined in the Definitions clause) enable Customer(s) of Clodura to seek Services including but not limited to B2B data lists, direct dials, sales opportunity triggers, sales sequences and any other Services that Clodura may provide the Customer(s) through the Website or otherwise.
BY AGREEING TO A DOCUMENT INCORPORATING THESE TERMS AND CONDITIONS (“WEBSITE TERMS”) (AN “END USER LICENSE AGREEMENT” OR “EULA”) CLODURA AND CUSTOMER AGREE THAT THESE TERMS SHALL ALSO GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY CLODURA PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO CUSTOMER AS SET FORTH IN SUCH END USER LICENSE AGREEMENT. AS TO ANY PARTICULAR SERVICE REQUEST, PURCHASE ORDER OR WORK ORDER, THE SERVICES DEFINITIONS AND SERVICE-SPECIFIC TERMS AND CONDITIONS SHALL BE CONTAINED IN THOSE DOCUMENTS, AND ALL THESE DOCUMENTS CONTANING TERMS AND CONDITIONS TOGETHER CONSTITUTE THE CONTRACT BETWEEN CLODURA AND CUSTOMER AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “CONTRACT.” IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS, THE WORK ORDER, PURCHASE ORDER etc. INTERSE, A SPECIFIC DOCUMENT SHALL PREVAIL THE GENERIC DOCUMENT NAMELY THESE “WEBSITE TERMS” AS THE CASE MAY BE AND EULA, EULA SHALL PREVAIL UNLESS THE CONFLICTING DOCUMENT EXPRESSLY PROVIDES THAT IT SHALL HAVE PREVAILING EFFECT.
Provided that If “Customer” includes more than one legal entity, or any combination of legal entity(ies) and natural person(s) then the obligations imposed upon each shall be joint and several, unless the Applicable Law expressly prohibits the same. The act of agreeing to (whether by clicking “I agree”, “I accept” and/or “register” or any other similar tab/box etc.), notice from or to, or signature of any one or more of the Person(s) included within “Customer” shall be binding on all such Persons with respect to all rights and obligations under this CONTRACT, including but not limited to any renewal, extension, termination or modification of this CONTRACT.
Provided further that the same aforementioned principle of joint and several liability shall be applicable to “User(s)” of this Website also, in so far as these Website Terms and Privacy Policy are concerned, even though they are not Customer(s)/ Customer(s) yet.
DEFINITIONS
“Company”, “We”, “Our(s)”, “Us”, “Clodura” shall refer to Clodura Systems Private Limited, which is available at 9, Building A, PH 1 State Bank Nagar Hsg Society, Pashan Pune Pune MH 411008 IN, including its parent/holding company, subsidiaries, affiliates, directors, officers, Enterprise advisors, employees, partners, associates and sponsors.
“Site/Website” shall refer to the website of Clodura: https://www.clodura.ai/ or any of its websites and/or mobile/software applications.
‘User(s), You, Your(s)’ refers to any person who uses/ accesses the Website and/or otherwise to whom Website Terms, Privacy Policy and/or the terms in Consent Form shall be applicable and/or through whom the aforesaid shall be applicable to any other Person on whose behalf the User(s) is(are) acting.
“Customer(s)” shall mean any individual using the Services of Clodura offered through the Website. Their legal relationship with Clodura shall be primarily governed by End User License Agreement, where a Customer shall be essentially a licensee.
“Services” shall primarily mean a platform made available by Clodura, for its customers/ users in the form of a One-Stop B2B contact data and sales engagement Platform to find and connect with decision makers, book meetings, and explore the possibility to generate revenue faster using Clodura’s Site and Services and may include Licensed Materials (defined in End User License Agreement) , access to and/or use of software or other technology, or other services including premium support. The Services enable Customer(s) of Clodura to seek Services including but not limited to B2B data lists, direct dials, sales opportunity triggers, sales cadences and any other Services that Clodura may offer the Customer(s).
“Applicable Law” means any applicable and relevant law, statute, rule, regulation, ordinances, treaty, judicial precedent, order, judgment, decree, injunction, permit or decision of the government of India, court or other legislative body, having jurisdiction over or otherwise governing these presents, as may be in force from time to time, without regard to conflict of law principles.
“Applicable Data Protection Law” shall mean any applicable and relevant law, statute, rule, regulation, ordinance, treaty, judicial precedent, order, decree, judgment, injunction, permit or decisions of the government, decisions of the court or equivalent fora having the effect of law in the jurisdiction mentioned in Dispute Resolution clause, and applicable international law, as may be in force from time to time.
‘Third Party’ refers to any individual or legal entity who is not a party to this Website Terms, Privacy Policy and/or Consent Form.
‘Third Party website’ refers to any Third Party link/portal that appears on our Online Portal/s.
“Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer or Users by third parties, including those with which the Clodura may interoperate.
“Website Terms” shall mean and include the terms and conditions or terms of service set forth in this agreement and available at www.clodura.ai that govern the use of the Website and shall apply to Users viewing/ accessing and using the Website and to the Customers.
“Privacy Policy” shall mean and include the statement or a legal document set forth at www.clodura.ai and which discloses and governs the process and method through which Clodura gathers, uses, discloses, processes and manages data.
“Person” means and includes any natural or legal person including without limitation to Company, Limited Liability Partnership, partnership firm, Trust, sole proprietorship, Association of Persons etc.
“Party/Parties” User(s), Customer(s) and Clodura shall be individually referred to as Party and together referred to as Parties herein specifically and throughout the Contract generally.
1. USAGE
Clodura shall be entitled to modify these Website Terms, rules and regulations referred to herein or provided by Clodura in relation to any Services, at any time, by posting the same or notification to that effect with a relevant link on the Website. Use of Clodura constitutes the User's/Customer’s acceptance of such Website Terms, rules and regulations referred to herein or provided by Clodura in relation to any Services, as may be amended from time to time. Clodura may, at its sole discretion, also notify the User(s) and/or Customer(s) of any change or modification in these Website Terms, rules and regulations referred to herein or provided by Clodura, by way of sending an email to the User's registered email address or posting notifications in the User(s) and/or Customer(s) accounts or by posting a notification of the same with a relevant link on the Website.
Clodura may, at its sole and absolute discretion:
i. Change, suspend, or discontinue all or any part of the Clodura’s Services; .
ii. Deactivate, suspend or delete a User's/Customer’s account and all related information and files on the said account;
iii. Subject to Applicable Data Protection and privacy laws, assign its rights and liabilities of any or all User/Customer accounts hereunder to any Person. In the event any User(s) and/or Customer(s) breach(es), or Clodura reasonably believes that such User(s) and/or Customer(s) has breached these Website Terms, or has illegally or improperly used the Services, Clodura may, at its sole and absolute discretion, and without any notice to the User(s) and/or Customer(s), restrict, suspend or terminate such User's/Customer’s access to all or any part of Clodura’s Services, deactivate or delete the User's/Customer’s account and all related information on the account, and further, initiate other technical action and legal steps as it deems necessary.
iv. Fair Usage: Clodura operates under a fair usage policy to avoid any abuse of the platform. The credit limit is 10,000 per day for Enterprise plans and 2000 per day for all plans below, unless we have a separate agreement with you governed by law.
2. Acceptable Use Policy
You agree to use the Platform in a lawful and acceptable manner. You must not:
i. Use the Platform in a way that damages or impairs the Platform or its availability to others.
ii. Use the Platform to copy, store, host, transmit, send, use, publish, or distribute any malicious software.
iii. Conduct any systematic or automated data collection activities on or in relation to the Platform without our express written consent.
iv. Republish material from the Platform, sell, rent, or sub-license material from the Platform, or reproduce, duplicate, copy, or otherwise exploit material on the Platform for a commercial purpose.
v. Develop, support, or use software, devices, scripts, robots, or any other means or processes to scrape the Platform or otherwise copy profiles and other data from the Platform.
vi. Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Platform.
vii. Violate or attempt to violate the Platform's security mechanisms, attempt to gain unauthorized access to the Platform, or assist others to do so.
We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access if you violate any provisions of this Acceptable Use Policy or if your behavior exceeds reasonable limits, as determined in our sole discretion.
This Acceptable Use Policy is subject to change at any time without notice.
3. INTELLECTUAL PROPERTY AND LICENSE
Subject to these Website Terms, We hereby grant You a personal, limited, non-exclusive, non-transferable, non-assignable, fully revocable license to browse and use the Website.
Except as provided in this license, You may not;
i. copy, distribute, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Website/Services;
ii. access to data not intended for You, such as logging into a server or an account which You are not authorized to access;
iii. interfere with the Services’ operation (or any portion of them) in any manner, including, without limitation, by means of submitting a virus or malicious code of any type.
Any right that is not explicitly provided to You under these Website Terms is expressly reserved by Us.
We are the sole owners of the Services, including without limitation, all copyrights, patents, patent applications or other inventions, trademarks, trade secrets, databases and other intellectual property rights thereto, including all titles and intellectual property rights in and to the Services and respective content (including that of any Third Party website which may be linked to or viewed in connection with the Services). These Website Terms grant You no rights to use such content except as allowed by such Third Party.
The Clodura name, logos, and other Clodura related properties are trademarks of Clodura. All other trademarks appearing on the Services are trademarks of their respective owners.
Provided, Clodura may make available certain “Integration Tools”, which consist of Clodura technology designed to allow User/Customer to use Clodura technology and the Licensed Materials in such a way as to interoperate with one or more Third-Party Applications. Clodura is not responsible for and does not endorse any Third-Party Applications or websites linked to by Clodura technology.
In consideration for the Services, unless otherwise provided in the Customer Order, Customer shall timely pay that certain subscription fee in the amount and subject to the payment schedule that shall be set forth in the Customer Order (the “Subscription Fee”).
Unless otherwise stated in the Customer Order, the deployment of the Software is in a standard format. If Customer requests CLODURA to provide any custom modification, consulting, system integration or other services with regards to the Software, the terms for such services shall be separately negotiated and agreed to in writing.
4. DISCLAIMER OF WARRANTY
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND RESPONSIBILITY. CLODURA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY AND ITS AFFILIATES, OFFICERS AND VENDORS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO:
i. ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY, OR CONTENT OF THE SERVICES; AND
ii. ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CLODURA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND/OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. CLODURA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE AND/OR THE RESULTS OF THE USE OF THE SERVICES AND/OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. WE PROVIDE THE SERVICES ON AS IS WHERE IS BASIS AND DO NOT GUARANTEE THAT USER(S) AND/OR CUSTOMER(S) WILL BE ABLE TO ACCESS OR USE CLODURA SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE SERVICES AS A WHOLE.
This disclaimer of liability also applies to any damages or injury caused by the Services, including without limitation as a result of any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tort, negligence, or under any other cause of action. Clodura does not warrant or guarantee that all versions shall be provided with similar grades and levels of service, features, functionality and the ability to use the Services.
Clodura does not warrant or guarantee that;
iii. any program or portion of the Services will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or
iv. the functions of the Services will be uninterrupted or error-free or that defects in the Services will be corrected.
It is Your sole responsibility to isolate the information, install anti-contamination software and otherwise take steps to ensure that software or other information obtained from the Services or other Users, if contaminated or infected, will not damage Your information or system.
5. CUSTOMER’S OBLIGATIONS
i. Use the Services only in accordance with this Agreement and the Customer Order and comply with all applicable laws and regulations with respect to its activities under this Agreement;
ii. Cooperate with CLODURA in the scope necessary for the execution and performance of Parties’ obligations under this Agreement;
iii. Provide CLODURA with all necessary access to such information as may be required by the CLODURA in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
iv. Carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
v. Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify CLODURA of any such unauthorized access or use.
vi. Obtain and maintain all necessary licenses, consents, and permissions necessary for CLODURA its contractors and agents to perform their obligations under this Agreement including, without limitation, provision of the Services;
vii. Ensure that its network and systems comply with the relevant specifications provided by CLODURA from time to time; and
viii. Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the CLODURA and for 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.
ix. Customer shall allow Clodura to use Logo on their website as a customer
x. Customer shall take all the necessary measures to ensure that users are not sharing Clodura id and Passwords amongst each other. Clodura user licenses are strictly for single user only
6. RESTRICTIONS
i. Customer agrees to purchase the Services on its own behalf and for its own business purposes including providing services to third parties using the Services and Software, but will not sublicense, license, rent, sell, loan, give or otherwise distribute all or any part of the Services or Software to any third party without explicit consent of CLODURA
ii. Customer agrees not to reverse engineer, disassemble, decompile, modify, or alter the Software or any copy thereof, in whole or in part.
iii. If Customer is merged, consolidated or sold, or if Customer sells or transfers all or substantially all of its assets relating to the use of the Software, Customer shall have the right to transfer its rights and obligations under this Agreement to the surviving or buying entity, provided that Customer shall not be relieved of its obligations hereunder, shall inform CLODURA about such events with at least seven (7) days’ notice, and the successor must assume the terms and conditions of this Agreement in a manner acceptable to CLODURA and the scope of use of the Software may not be not substantially altered.
iv. Customer will reproduce such notices of CLODURA’s rights on any copies of user documentation created by Customer. Customer shall not alter, remove or conceal any copyright, trade secret or other proprietary rights notices that may appear on or within the Software or related documentation.
v. Any use of the Services in breach of this Agreement may result in CLODURA immediately suspending the Services. If CLODURA suspends the Services, the Customer shall be immediately notified and given an opportunity to remedy such violation. CLODURA shall have the right to terminate this Agreement if the breach has not been remedied within 10 business days.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL CLODURA, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY FOR;
i. ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, LOSS OF GOODWILL, OR INFORMATION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SERVICES, EVEN IF CLODURA SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR
ii. ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE SERVICES.
Without derogating any of the above, if for any reason;
iii. Clodura will not be able to provide You its Services through a specific platform; or if
iv. any platform’s terms of use shall require that You cease using Our Services, deny Your access to Our Services when using the platform or terminate Your platform’s account, Clodura will not be liable to any damages.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Clodura’s liability shall be limited to the extent permitted by applicable laws. Clodura’s entire liability and Your exclusive remedy with respect to any dispute with Clodura (including without limitation Your use of the Services) is to discontinue Your use of Clodura Services and request for removal of Your data as described in detail under the Privacy Policy. We do not endorse, warrant or guarantee any product or service offered through the Services and will not be a party to or in any way be responsible for monitoring any transaction between You and Third-Party providers of such products or services.
In any case, CLODURA’s cumulative liability under any and all claims made by Customer shall not exceed the total amount of fees theretofore paid by Customer to CLODURA relating to the affected Software or Services.
Notwithstanding anything to the contrary, no action, regardless of form, arising out of or in connection with this Agreement may be brought by Customer more than one (1) year after the first to occur of (i) the termination or expiration of this agreement or (ii) the event giving rise to such cause of action.
CLODURA shall not be liable for paying VAT tax, when Services subscribed by Customer are performed in other country than that of the Customer’s seat.
8. CREATION OF ACCOUNT
In order to register for the Service(s), User(s) and/or Customer(s) are required to accurately and truthfully provide the following information:
i. Full Name
ii. E-mail address
iii. Password
iv. Legal entity name and registration number
v. Social Security No./Aadhaar No./any unique personal identification number of founder(s)/partners of Person/Director(s) of Company
User(s) and/or Customer(s) are also required to confirm that they have read, and shall abide by, these Website Terms by clicking on ‘I Agree’ while registering for an account.
Once the User(s) and/or Customer(s) have entered the above information, and clicked on the "register" tab, and such User(s) and/or Customer(s) are of the age of majority according to Applicable Law, they are sent an email confirming their registration and containing their login information.
9. CUSTOMER DATA RETENTION AND DATA SECURITY
All data provided by Customer pertaining to its business, personnel, clients or accounts processed by or stored in CLODURA’s systems shall be kept confidential by CLODURA, shall be used only to carry out this Agreement, may not be disclosed to anyone except employees, agents, processors and contractors of CLODURA for the purposes of administration and performance of the Services. All such data shall be and remain the property of Customer and will only be used by CLODURA to perform its obligations under this Agreement. CLODURA may use such information, during and after the Term, for administrative, monitoring, investigative, and back-up purposes and in an anonymous or redacted format for planning and analysis. CLODURA shall provide Customer with additional assurances or evidence of compliance regarding the confidentiality of such matters as Customer considers necessary or appropriate to comply with applicable laws and regulations, audit inquiries, or privacy policies Customer may adopt in the future.
When and as requested by Customer, CLODURA shall return to Customer all of Customer’s information, data, and files in such form as Customer may reasonably request.
In the event of a security breach, CLODURA warrants that it will conduct an internal investigation and following the investigation, and will provide Customer with a written electronic copy of the results of the investigation of the breach.
Except as expressly permitted in this Agreement, CLODURA shall not sell, assign, lease, disseminate or otherwise dispose of the Customer Data or any part thereof to any other person, nor shall CLODURA commercially exploit any part of the Customer Data. CLODURA shall not possess or assert any property interest in or any lien or other right against or to any Customer Data.
All Customer Data gathered in the course of this agreement shall be stored by CLODURA as long as the Client has an account at the Website but may be deleted after the account is cancelled or has been inactive (no log-ins) for at minimum a year.
All Customer Data gathered in the course of providing Location Engine Service is stored for two weeks from the time of its creation and may be deleted immediately thereafter without warning.
“Confidential Information means information relating to Parties’ business, including in particular but not limited to designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how disclosed by the Parties, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date, that either is designated as confidential by the Party at the time of disclosure; or would reasonably be understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Confidential Information also includes the content of the Agreement. Customer agrees to keep CLODURA’s Software and features confidential through reasonable security precautions, to use and disclose the same only as necessary for Customer’s internal use of the Services, and not to make any copies thereof except as necessary to use the Services.
Customer acknowledges that the confidential information protected hereunder is of significant importance to CLODURA and that, in the event of the unauthorized use or disclosure of such confidential information, CLODURA may not be adequately or reasonably compensated for the loss through damages available in an action at law. Customer therefore agrees that in the event of any such unauthorized use disclosure, CLODURA shall be entitled to obtain injunctive and other equitable relief to enforce these requirements and prevent further violation, and Customer agrees to waive any obligation that bond be posted by CLODURA in connection with such relief. Resort to such equitable relief shall not be construed, however, to be a waiver of any other rights or remedies that CLODURA may have for the same or any other violation of its intellectual property rights.
10 . PAYMENT AND FEES
In order to enjoy the full Services that We offer, You will be required to pay the applicable fees assessed to Your account for the purpose of obtaining credits. These which will enable You to obtain information regarding business profiles You seek. Each credit You purchase allows You to receive information which relates to business profiles.
We may offer You from time to time (but not obliged to), at Our sole discretion, limited credits for free. In addition, We may offer You free extra credits when You refer other users to Our Services. Such free credits will be offered to You at Our sole discretion and only as a gesture of good will and You acknowledge that We will not have any legal or commercial obligation to grant You such free credits.
When using Our Services through any of the platforms, You acknowledge and agree that You (and not Clodura) are obliged to comply with the applicable Website Terms or any other terms and conditions created for the same and all associated policies and guidelines of such platforms. If for any reason:
i. Clodura is not be able to provide You its Services through a specific platform; or
ii. any act on Your part to agree to any Third Party platform’s terms of use requires that You cease using Our Services, deny your access to Our Services when using the platform or terminate Your platform’s account, Clodura will not have any liability whatsoever and will not have any legal or commercial obligation to refund any fees paid by You in connection with the Services. However, Clodura, at its sole discretion, may offer You other alternatives to use its Services.
Please note that fees paid by you are non-refundable.
11. PRIVACY POLICY
Clodura takes stringent steps to protect its User’s/Customer’s information collected by User registration. All information collected from User(s) and/or Customer(s), at the time of registration, is subject to Clodura’s Privacy Policy which is accessible at www.clodura.ai
PERSONAL INFORMATION
To the extent that either Party transmits or receives personal information under this Agreement, such Party shall comply with all applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information. To the extent that personal data obtained by User or Customer, as the case may be, is subject to the EU General Data Protection Regulation (the “GDPR”), each Party agrees that it is a “Controller” with respect to such data as defined in the GDPR and agrees to comply with all applicable provisions. Notwithstanding anything in this Agreement to the contrary, User/Customer shall not use any information subject to the GDPR unless it is for a purpose that constitutes a “legitimate interest” (including direct marketing) as defined in the GDPR, or User/Customer has another lawful basis to process such information. Clodura may publish a list of persons who have requested that their personal information be removed from Clodura’s database. User/Customer agrees to review such list on a regular basis (not less frequently than twice per month) and to remove from its possession any personal information relating to such persons in its possession, unless Customer/User has established an independent lawful basis to process such person’s personal information.
12. GENERAL CONDITIONS
If it comes to the notice of Clodura that any governmental, statutory or regulatory compliances or approvals are required for rendering any Services or if it comes to the notice of Clodura that rendering any such Services is prohibited, then Clodura shall withdraw and/or cancel such Services without prior notice to any User(s) and/or Customer(s). User(s) and/or Customer(s) agree not to make any claim in respect of such cancellation or withdrawal of the Services in any manner.
13. DISPUTE RESOLUTION
In the event of any legal dispute (which may be a legal issue or question) which may arise, the Party raising the dispute shall provide a written notice to the other Party. On receipt of such notice, the parties may first try to resolve the dispute amicably through mediation. In the event that the parties are unable to resolve the dispute within the time limit mutually decided by the parties, the parties may refer to arbitration or the courts of competent jurisdiction of Pune, India, respectively, as provided hereinunder.
All such issues and questions shall be governed and construed in accordance with the laws of India and Applicable Law where Applicable Law or Applicable Data Protection Law, as the case may be, is not law of India and has mandatory applicability to a given dispute/question. Where there is a conflict between the provisions of the Laws of India and Applicable Law/Applicable Data Protection Law, laws of India shall prevail unless its application is expressly excluded under Applicable Law/Applicable Data Protections Law to which Clodura is mandatorily subject.
Except as otherwise expressly provided hereunder, all disputes and differences arising between the Parties hereto, including any dispute or difference in regard to the interpretation of any provision or term or the meaning thereof, or in regard to any claim of one Party against the other or in regard to the rights and obligations of any Party or Parties under these Website Terms or Contract shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The Arbitrator in such situations will be solely appointed by the Clodura and his decision regarding the matter in consideration will be final and binding on the Parties. The cost of Arbitral proceedings shall be borne by the parties to dispute equally. The place of Arbitration shall be Pune, India.
Litigation Claims: The following claims (“Litigation Claims”) shall be litigated before the courts in Pune and not be arbitrated: (a) any claims against Clodura by User(s) and/or Customer(s); (b) claims by any Party for the unauthorized use, or the misuse, by the other Party of the first Party’s intellectual property or confidential, proprietary, or sensitive information; (c) applications for interlocutory orders. The aforesaid litigation claims are not subject to arbitration and are expressly excluded by the parties from arbitration.
Notwithstanding anything hereinabove contained, no Party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. The Parties also expressly waive off the right to institute a representative suit under Order I, Rule 8 of Code of Civil Procedure (1908). As far as the United States law is concerned, no Party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.
14. TERMINATION
Upon expiration of the Term, the Agreement shall automatically renew for a successive period of the same length unless and until Customer gives CLODURA notice of non-renewal at least Sixty days (60) days prior to the next scheduled renewal date.
Notwithstanding CLODURA’s right to suspend the services in accordance with previous sections, CLODURA, at its option, may suspend or terminate the Services and/or Customer’s access privileges if Customer commits a material breach of this Agreement and fails to cure the breach as quickly as CLODURA reasonably requires.
Upon termination of this Agreement, regardless of the reason, Customer shall immediately cease use of the Software, remove the Software from Customer’s computers, and follow CLODURA’s instructions for the return or destruction of all remaining copies of the Software and related documentation. Customer agrees to certify its compliance with the foregoing requirement upon CLODURA’s request.
Company can not reduce the number of licenses purchased during the course of the agreement.
If it is found that multiple users are sharing Clodura license, Clodura reserves the right to terminate the service immediately and the company will be liable to pay full license fees for number of users that shared the account.
15. MISCELLANEOUS
15.1 Indemnification
You agree to indemnify or hold harmless Clodura from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising out of any breach of any of the provisions of these Website Terms by You or otherwise by Your act/omission.
15.2 Severability
If any provision of these Website Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions contained herein.
15.3 Change of Terms
Clodura has all the rights to revise these Website Terms at any time as it deems fit. It shall be Your responsibility to visit and keep visiting the Website frequently so as to be aware of the changes carried out by Us.
15.4 Governing Law
These Website Terms shall be governed by and interpreted in accordance with the laws, rules, regulations, judgements/orders/decrees having the effect of laws, acts and ordinances of the India.
16. FORCE MAJEURE
Neither Party hereunder shall be liable for any delay or failure to perform its obligations hereunder so long as that delay or failure is the result of an event beyond its reasonable control, including but not limited to, governmental acts, work stoppages, fire, civil disobedience, riots, terrorist acts, rebellions, accidents, explosions, interruptions or imperfections in telephonic service, communications line or equipment failures, satellite malfunctions, electrical disturbances, brown-outs or black-outs, floods, storms, earthquakes, acts of God and similar occurrences, provided that such party uses commercially reasonable efforts to fulfil its obligations under this Agreement.