Terms & Conditions

NetForChoice Solutions Pvt. Ltd. (also referred to as “Net4Choice,” “N4C” “our,” “we” or “us”) provides cloud platform and configuration services, including but not limited to smart dedicated servers, graphics processing units, object storage, content delivery network service and continuous data protection backup services (“Services”). Except as otherwise indicated, customers using the Services shallbe referred to as “you” or “your”.

We provide these Services, subject to the terms of this document (“Terms”). Your use of the Services or your registration with us constitutes your agreement to these Terms. If you purchase our Services through a separate written agreement/master services agreement, these Terms shall be deemed to be incorporated into that agreement, whether it is specifically called out or not. When you access or use our Website and/or the Services, these Terms shall apply and shall be legally binding on you and to your access and use of the same even if not accepted by you separately.

These Terms constitute a binding legal contract required to use our Website and Services. As such, you may only use our Website and Services if you agree to be bound by these Terms. We may modify these Terms at any time by posting a revised version of the same at https://n4c.in/terms.html on our website (“Website”), and the amended version of these Terms shall become automatically binding on you if you continue to avail of the Services. The amended terms will be applicable even if not accepted by you separately. If you do not wish to be bound by the updated Terms, we request you to stop accessing the Website and the Services and to reach out to us to deactivate your Customer Account. You shall have the responsibilityto review these Terms on a regular basis.

1. Definitions:

These Terms, except where the context otherwise requires, the following words and expressions shall have the following meanings:

  1. Affiliates” means, in relation to any Person, any entity which Controls or is directly or indirectly Controlled by, or under common Control with, such Person.
  2. Applicable Law(s)” shall mean and include any (i) rule of law, statute, bye law, ruling or regulation having the force of law; or (ii) any code of practice, rules, consent, license, requirement, permit or order having the force of law or pursuant to which a Person is subject to a legally enforceable obligation or requirement; or (iii) any notification, circular or guidelines issued by a regulatory authority; and / or (iv) any determination by or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of these Terms or thereafter and in each case as may be amended; (v) all the regulations, notification, circulars, guidelines, directives and all other statutory requirements issued by the statutory or Government Authority as may be applicable.
  3. Charges” shall mean, unless the Services are being availed by you through free trial facility, the amount payable by you for the Services either through self- service portal available to you via your Customer Account accessible at the link https://cloud.n4c.in/ or provisioned manually by our provisioning team for you and shall be computed on the basis of time-based rate (e.g. per hour or per month etc.) or usage-based rate (e.g. per GB per month applied on peak usage of the calendar month) as may be applicable for the particular service. Further, in case Minimum Billing Amount is applicable for a particular service, the Charges payable by you shall be subject to the applicable Minimum Billing Amount for each calendar month such service is used.
  4. Claims” shall mean all actions, suits, proceedings or arbitrations pending or threatened, at law, in equity or before any Government Authority (as defined below) or competent tribunal or court.
  5. Confidential Information” means and includes the Intellectual Property and any and all business, our technical and financial information or of any of our affiliates that is related to any of the arrangements contemplated in these Terms or any other agreement in which these Terms is incorporated by reference or otherwise disclosed by us to you. It shall include any information which relates to our financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.
  6. Controlling", “Controlled by" or "Control" with respect to any Person, shall mean: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting share, by agreement or otherwise, or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to such Person and (b) the possession, directly or indirectly, of a voting interest of more than 50% (Fifty Per cent).
  7. Customer Data” means all data, including all text, sound, software, image or video files, and all derivatives of such data that are created by or originated with you or your End Users. You and/or your End Users retain ownership of all and any such Customer Data. The right granted to us to access and use such Customer Data is limited to the sole purpose of providing the Services or for compliance of legal obligations and shall not be understood as granting us any ownership rights thereto or any right to use or transfer, except as specifically provided herein.
  8. De-provisioning of Services” in relation to the Services, shall mean termination of the Services being provided to you, release and reallocation of all resources allocated to the Customer and deletion of Customer Data stored on our servers.
  9. End User” means any individual or entity that directly or indirectly through another user accesses or uses the Services under the Customer Account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Net4Choice services under their own Net4Choice account, rather than under the Customer Account.
  10. Force Majeure Event” includes but is not limited to significant failure of a part of the power grid, significant failure of the internet, systemic electrical, telecommunications or other utility failures, natural disaster, war, riot, insurrection, embargoes, epidemic, outbreak of infectious disease(s) which has an impact of frustrating the performance of the affected party’s obligations under these Terms, pandemic, fire, strikes or other organized labour action, terrorist activity, acts of Government Authority, acts of God, or other events of a magnitude or type for which precautions are not generally taken in the industry and acts/reasons which are beyond the control of any party or any other cause which cannot be predicted by men of ordinary prudence.
  11. Government Authority (ies)” shall mean: a. a government, whether foreign, federal, state, territorial or local which has jurisdiction over Net4Choice; b. a department, office or minister of a government acting in that capacity; or c. a commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial, administrative, monetary or fiscal authority, body or tribunal.
  12. Infra Credit Prepaid Customer” shall mean a customer who gets infra credits which can be used for availing various services being provided by us.
  13. Inherent Business Risk” means those risks that are in the ordinary course associated with the provision of cloud services, including but not limited to loss of data due to attack on our servers by Malware, malfunction of our servers and other equipment under our control, malfunction of our software or supporting Third-Party Software.
  14. Inactive Customer” shall mean a customer who, at any point of time, has not consumed or utilized any of the Services in the preceding 90 (Ninety) days. If a customer only has free credits/coupons in its Customer Account and it has not consumed any of our services in the preceding 60 (Sixty) days, it will automatically be considered as an ‘Inactive Customer’ for the purposes of these Terms.
  15. Intellectual Property” or “IP” includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing and “Intellectual Property Rights” or “IPR” shall mean all rights in respect of the Intellectual Property.
  16. Losses” shall mean any loss, damage, injury, liabilities, settlement, judgment, award, fine, penalty, fee (including reasonable attorneys’ fees), charge, cost or expense of any nature incurred in relation to a Claim(s).
  17. Malware” shall mean any malicious computer code such as viruses, logic bombs, worms, Trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item, and damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert in full or in part an information system from its intended use.
  18. Managed Services” shall mean the provision of professional services for additional payment to a customer by us to enable management of cloud computing infrastructure. Unless specifically stated, the Services provided to you shall be deemed to be “Self-Managed Services” and not “Managed Services”.
  19. Material Adverse Effect” shall mean any state of facts, change, development, effect, condition or occurrence that adversely affects either party’s ability to perform its obligations under these Terms.
  20. Person” shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, association, or other entity, enterprise, or business organization, incorporated under Applicable Law or unincorporated thereunder, registered under Applicable Law or unregistered thereunder.
  21. Minimum Billing Amount” As soon as the machine is activated, a minimum bill of INR 1,000 is issued to pay for the Windows license fee, OTC, and installation surcharge.
  22. "Refund Policy” means the Refund Policy published on the Website accessible at https://n4c.in/refund-policy.html as may be amended by us from time to time. The most current version would always be published on theWebsite.
  23. Privacy Policy” means the Privacy Policy published on the Website accessible at https://n4c.in/privacy.html as may be amended by usfrom time to time. The most current version would always be published on theWebsite.
  24. Service Level Agreement” or “SLA” means the Service Level Agreement published on the Website and accessible at https://n4c.in/service-level-agreement.html which set out the service levels that we offer with respect to our Services. This may be amended from time to time at our sole discretion and the most current versionwould always be published on the Website.
  25. TDS” shall mean tax deducted at source in accordance with Applicable Law.
  26. Term” These Terms shall be binding on you from the date on which you begin to avail the Services from us and shall remain valid till you continue to avail the Services.
  27. Third Party” shall mean a Person except you and us.
  28. Variable Usage Charges” shall mean the Charges that may vary depending on the usage of any Net4Choice service by you and which may increase over a period oftime due to increase in use without any explicit action being taken by you toavail such additional usage. For instance, the Variable Usage Charges with respect to the backup services being availed by you shall increase over a period of time based on your backup frequency, the increase in data being backed up on the servers and the peak storage usage in a calendar month.

2. Use of the Services:

3. Representations and Warranties

  1. We hereby represent and warrant to you as follows:
    • We are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to provide the Services to you;
    • We are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against us before any court of competent jurisdiction;
  2. You hereby represent and warrant to us as follows:
    • You are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to be bound by these Terms. In the event that you are registering for the Services on behalf of an incorporated entity, you represent and warrant that you and the entity are bound by these terms and you are legally authorized to act on behalf of such incorporated entity;
    • You are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against you; iii. You have complied with Applicable Law in all material respects and have not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which in the aggregate has or may have a direct Material Adverse Effect;
    • There are no actions, suits, Claims, proceedings or investigations pending or, to the best of your knowledge, threatened in writing against you at law, in equity, or otherwise, whether civil or criminal in nature, before or by, any court, commission, arbitrator or Government Authority, and there are no outstanding judgments, decrees or orders of any such courts, commissions, arbitrators or Government Authorities, which materially and adversely effects your ability to perform your obligations under these Terms;
    • All information disclosed by you in relation to the Services has been reasonably identified and truthfully disclosed to us to the best of your knowledge and there is no misrepresentation in the information being shared with us. You acknowledge that any misrepresentation of information can adversely affect the quality of the Services to be rendered to you;
    • Our Website and Services are not targeted towards, nor intended for use by anyone under the age of 18 years. By using our Website and Services, you represent and warrant to us that you are 18 years of age or older.
    • You have had adequate opportunity to read and understand these Terms and agree to be legally bound by them

4. Your Obligations

  1. Customer Account
    • You are responsible to monitor the activities under your Net4Choice account (“Customer Account”), regardless of whether the activities are authorised or undertaken by you or your employees or by a Third Party (including but not limited to your contractors, agents or any End Users). We shall not be held or deemed responsible for any unauthorized access to the Customer Account.
    • You should ensure the setting of span passwords and access control mechanisms and other data protection control measures prescribed under Applicable law in order to protect Customer Data and prevent unauthorised access to the Customer Account.
    • You should immediately notify us of any unauthorized use of the Customer Account or any other breach of security and cooperate with our investigation of service outages, security issues or any suspected breach of these Terms.
    • We shall not be held responsible for any security breach resulting due to your failure to implement and/or comply with security measures or due to any other cause, which in our opinion is beyond our control. All and any liabilities arising out of or in connection with such security breach shall be solely and totally borne by you, and neither you, nor your representatives having gained access to your Customer Account or any Third Party gaining unauthorized access to your Customer Account shall have any Claims against us for such liabilities.
    • You shall defend, indemnify and hold harmless, us, our Affiliates, or any of our respective employees, agents or suppliers (“Indemnified Parties”), from and against any and all Claims and/or Losses arising out of or attributable, whether directly or not, to such security breach.
  2. Backup of Customer data: You should take appropriate action to secure, protect and backup the Customer Data including programs, data, software and any other Customer Data. We shall not be under any obligation, while providing the Services to the Customer, under these Terms, to maintain any copy or back up Customer Data.
    Notwithstanding that you are availing backup services from us, you shall remain responsible to ensure that adequate back-up is taken by you and to test the accuracy of such back up of Customer Data. We shall not be responsible for the same. Further, you shall be liable to pay us, without dispute, any Minimum Billing Amounts and/or Variable Usage Charges that accrue due to the use of such backup services
  3. Use of Licensed Software
    • You hereby acknowledge that the software provided with the Services, is provided by Third Party(s) (“Third Party Software”). All Third Party Software is being licensed to you subject to terms and conditions of an End-User License Agreement (EULA) and you hereby agree to abide by the terms and conditions of the EULA associated with the Third Party Software.
    • You shall, at all times during the Term, be under the obligation to use the licensed version of the software to be used by you in relation to the Services. You shall not use any pirated software in availing the Services. Further, you shall be solely liable for any Losses or Claims arising out of your use (or use by the End Users) of any unmaintained open source software or any obsolete Third Party Software to run your workloads while using the Services and you shall accordingly indemnify, defend and hold harmless the Indemnified Parties.
    • If any Claims are made against the Indemnified Parties in relation to use of such Third Party Software by you, your representatives or End Users, without complying with the terms and conditions of the applicable EULA or due to such use of a license beyond the agreed upon or paid-for level, then you shall be liable for such Claims and any Losses arising out of the same, and shall hold harmless the Indemnified Parties.
    • We shall not be responsible for any Third Party Software, neither shall we be responsible for damage caused by such Third Party Software. Further, we may, in our sole discretion, at your request and on paid basis, configure the Third Party Software with your equipment, and the configuration of such software shall be done as per the instructions of the respective Third Party. Provided however that, this shall not be construed as imposing any obligation upon us to provide such services. We shall not be liable for any damages, whether such damages are direct, indirect or consequential, arising due to configuration of the Third Party Software with your equipment.
    • You shall be responsible to update any Third Party Software provided with the Services, as and when you receive notification from the Third Party Software provider. We shall not be responsible to ensure such updation and we shall not be liable for any disruption in the Services on account of unforeseen software conflict or bug issues due to your failure to update the Third Party Software.
    • You shall not remove or tamper with the copyright, trademark or patent notices contained in the Third Party Software.
  4. You shall document and promptly report all errors or malfunctions noticed by you to Net4Choice. If you provide any feedback in relation to the Services, we shall be entitled to use such feedback to improve our Services, without incurring any obligations towards you.
  5. You shall ensure that all legal compliances as per Applicable Laws/ applicable regulatory framework as may be required for you to access the Services, are fulfilled by you. You shall be responsible for the security of the Services (including the equipment used to access these Services) being availed by you and at no point of time, shall we be held responsible if the security of the Services or the related equipment employed by you is breached. You shall be responsible to take reasonable measures, including but not limited to encryption of data, for ensuring protection of data stored/uploaded by you through the Services.
  6. In order to facilitate the provision of the Services, you shall provide us with the required assistance, as reasonably requested by us from time to time.
  7. You should ensure the availability and stability of the computing environment to support the Services, if and to the extent required in connection with the delivery of the Services.
  8. Neither you, nor your representatives and/or End Users, shall remove or tamper with the copyright, trademark or patent notices contained in any content provided by us in the course of providing the Services, or in the software provided by us (which shall not include Third Party Software). You shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Claims arising out of or attributable, whether directly or not, to the violation of this Clause 4.8 by you, your representative and/or the End Users.
  9. You shall observe proper ethics and transparency in all your actions in the course of discharging your obligations under these Terms and you shall not, in any circumstances, take any action or make any statement that may mislead any other existing Net4Choice customer or prospective Net4Choice customer regarding the Servicesor Net4Choice itself, or impact Net4Choice’s business or goodwill adversely.
  10. You shall comply with all your obligations pursuant to these Terms and ensure that all payments due to us are paid in a timely manner in accordance with the due dates mentioned in the invoices/reminder emails sent by us.
  11. You are responsible to monitor the functioning of resources utilized on your cloud server for the purpose of accessing the Services, and to undertake appropriate action to resolve any issues with respect to such server resources. In no event are we responsible to monitor or maintain such server resources

5. Seizure of data and hardware

6. Business risk and losses

You agree and acknowledge that the Services provided by us have Inherent Business Risk and such Inherent Business Risk may be beyond our control, and you may incur losses including but not limited to direct and indirect losses. We will not be liable, in whatever manner, for any losses incurred by you due to the foregoing. You hereby assume all risks arising out of the provision of the Services to you, your agents (including contractors and sub-contractors) or employees and shall indemnify, defend and hold harmless the Indemnified Parties from any and all Claims and/or Losses, caused by or arising in connection with any use or abuse of the same

7. Third Party Audit

You acknowledge that in respect of licenses/software acquired from Third Party(s), an audit may be conducted by competent Third Party(s) duly authorised to conduct the audit (“Competent Third Party”) during the Term and you agree that in case of such audit being initiated by Competent Third Parties, you will cooperate and provide relevant information required by the Competent Third Parties. All our customers are expected to cooperate in case any Competent Third Party conducts an audit on our infrastructure, which shall include the cloud service platform provided by us. You will provide all information as may be requested by the Competent Third Party, which may include verification of licensing compliance, evidence of licenses for products used by you, etc. Further, in case you do not cooperate for the conduct of a Third Party audit, and fail to provide all information necessary for the proper conduct of such Third Party audit, then we, at our sole discretion, shall have a right to terminate the Services

8. Regulation of use of Services

  1. Customer Data: You hereby acknowledge that we exercise no control of whatsoever nature over the Customer Data. You represent and warrant to us that you have the right to transmit, receive, store, or host, using the Services, all Customer Data that you so transmit, receive, store, or host on our cloud platform. Further, it shall be your sole responsibility to ensure that you, your representatives and End Users who transmit, receive, store or host the Customer Data, comply with Applicable Law, and with any other policies published by us on the Website from time to time, including but not limited to the Company Policies. You will be solely responsible for the development, operation, maintenance and use of Customer Data.
    • End User Customer Data: You shall be responsible for the End Users’ use of the Customer Data and the Services and shall ensure that all End Users comply with your obligations under these Terms and Company Policies. Further, you shall ensure that the terms of your agreement with each End User is consistent with the terms of these Terms and the Company Policies. If you become aware of any violation of your obligations under these Terms caused by an End User, you should immediately suspend access to the Customer Data and the Services by such End User
  2. Prohibited activities: You will not engage in any prohibited activities and will not permit any Person, including End Users using your online facilities and/or services, including but not limited to, your website(s) and transmission capabilities to do any of the following prohibited activities (“Prohibited Activities”):

    Host, display, upload, modify, publish, transmit, store, update or share any information that

    • belongs to another person and to which the user does not have any right;
    • is defamatory, obscene, pornographic, pedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
    • is harmful to child;
    • Infringes any patent, trademark, copyright or other proprietary rights;
    • violates any law for the time being in force;
    • Deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
    • Impersonates another person;
    • threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation;
    • contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
    • is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
  3. Send unsolicited commercial messages of communication in any form (SPAM);
  4. Engage in any activities or actions likely to breach or threaten to breach any laws, codes, contractual obligations or regulations applicable to us or our customers (including conduct infringement or misappropriation of Intellectual Property, trade secrets, confidentiality or proprietary information; or which is fraudulent, unfair, deceptive or defamatory);
  5. Engage in any activity/ies or actions that would violate the personal privacy rights of others, including but not limited to, collecting and distributing information about internet users without their permission, except as permitted by Applicable Law;
  6. Intentionally omit, delete, forge or misrepresent online information;
  7. Use Services for any illegal purpose, in violation of Applicable Law or in violation of the rules of any other service provider’s websites, chat rooms or the like;
  8. Conduct intended to withhold or cloak identity or contact information, registering to use the Services under a fake or false name or identity or using invalid or unauthorized credit cards, debit cards or any other payment instrument in connection with the Services;
  9. Use the Services to publish, post, share, copy, store, backup or distribute material that contains Malware or any other similar software or code or combination of codes and programmers that may damage or threaten to damage the operation of the Services or any other Person’s device or property;
  10. Assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or provide the credentials pertaining to your Customer Account, to any unauthorized Person;
  11. Remove or alter any proprietary notices like copyright, trademark notices, legends, etc. from the Services or copy any ideas, features, functions, or graphics of the Services.
  12. Reverse engineering, decompiling, except to the extent that such activity is expressly permitted by Applicable Law;
  13. Build or assist any Person to build a competitive solution using similar ideas, features, functions, or graphics or design of the Services, or allow any Person or entity that offers or provides services that are competitive to or with our product and services to use or access the Services;
  14. Attempt to probe, scan or test the vulnerability of the Services or to breach the security or authentication measures without proper authorization;
  15. Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in the Services;
  16. Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas.
  17. Any activities during the course of availing the Services from us that directly or indirectly result in our being subjected to criminal investigations by law enforcement authorities.
    If you become aware of conduct by any Person using your online facilities, services and/or Customer Account constituting Prohibited Activities, you should use all efforts to remedy such conduct immediately, including, if necessary, limiting or terminating the End User’s access to your online facilities.
    In the event that we receive any information or a formal complaint alleging that you, your representatives or End Users are engaging in conduct constituting a Prohibited Activity or an Abuse of Service, we will notify you via email of such alleged conduct, requesting you to ensure that the conduct is discontinued immediately. If you fail to discontinue or facilitate the discontinuance of such conduct within a period of 24 (Twenty Four) hours of receiving the email from us, we will be entitled to impose a penalty of INR 5000 (Rupees Five Thousand) or higher per instance of Prohibited Activity or Abuse of Service, continuing beyond such 24 (Twenty Four) hour period, and the consolidated penalty amount for the defaulting month shall be included in the bill for such month and shall be payable to us as per the applicable payment terms under these Terms. On continuance of Prohibited Activities or Abuse of Service by you, your representatives or End Users beyond the expiry of 24 (Twenty-Four) hours from receipt of the email notification, we will have the right to suspend your Services. If we determine that there is a clear and present danger to us, our other customers or a Third Party due to your participation in any Prohibited Activity while availing the Services, then we, at our sole discretion, shall have the right to immediately suspend/terminate the Services to you without any notification or via a post-facto notification depending on the severity of abuse. We, at our sole discretion, may give you an opportunity to rectify the Prohibited Activity, to our satisfaction, and in such a situation, a repeat default occurrence would result in automatic termination of access to the Services, without prior intimation being provided.
  18. Abuse of Services: Any activity/ies by you or facilitated by you, including but not limited to the activities as mentioned herein below, shall be regarded as abuse of service (“Abuse of Service”)
    • Denial of Service (DoS) / Distributed Denial of Service (DDoS). Flooding or overloading the network or network system with large number of communications requests compromises the availability of a network or network service or slows down the response of the network making the network ineffective or less effective.
    • Restricting System Access or Storage: Using any manual or device, Whether electronic or not, which limits, denies or restricts the access to a system or storage on a system.
    • Operation of Certain Network Services. Operating network services like, Forged headers, open proxies, open mail relays, or open recursive domain name servers, services that facilitate UDP reflection attacks, IP spoofing etc.
    • Monitoring or Crawling. Monitoring or crawling of a system or Combination of system and network that impairs or disrupts or leads to malfunctioning of the network or network services being monitored or crawled.
    • Deliberate Interference. Any interference with the proper functioning of any system or network or network services including any deliberate attempt to overload a system by networking scanning using nmap or similar tools, mail bombing, news bombing, broadcast attacks, or flooding techniques or any other technique which either reduces the performance capacity of a system / network/ network services or results in malfunctioning of system / network/ network services. Any network and security scans for PCI/DSS or certification compliance perspective should be coordinated with managed services team else it shall be treated as abuse of services
  19. Cooperation with investigations and proceedings: You agree that we may permit a relevant Government Authority to inspect Customer Data or usage. For the purpose of such inspection, we may in our sole discretion give reasonable prior notice to you. We may report to appropriate Government Authorities any Customer conduct, which we believe to be violative of Applicable Laws without notice to you. We may respond to any request from a law enforcement agency or regulatory agency, which has been made in accordance with Applicable Law, regarding any of your conduct, which may be violative of Applicable Laws. Further, the Government Authority may request for cooperation with investigations through any mode of communication, whether in writing or through oral communication, and we shall not be required to produce a copy of the written order of such Government Authority before you.
  20. Consequences of Violations: We may take actions in case of suspected violations of these Terms, Company Policies etc., including but not limited to any one or more of the following, at our own discretion:
    • Written or verbal warning to you;
    • Suspend certain access privileges;
    • Suspend your Customer Account or Services’;
    • Terminate your Customer Account or terminate/de-provision the Services in totality (if applicable); Any termination/deprovisioning of Services may include deletion/de-activation of Customer Account, deletion of all Customer Data including back ups, if any and reallocation of respective Net4Choice resources to other customers;
    • Bill you for any administrative costs and / or reactivation charges, whether or not mentioned in these Terms;
    • Institute any legal proceeding, civil or criminal as the case may be, against you and claim damages, if any, caused due to the breach of these Terms and/or Company Policies;
    • Forfeit any amount received as advance or otherwise from you and lying with us in case you provide any false information to us, engage in any prohibited activities as identified in these Terms or violate any provision of these Terms.
  21. We shall have no responsibility to notify you regarding any of the above actions being taken by us against you, on account of suspected violation of these Terms, Company Policies or Applicable Law, by you, your representatives or End Users.
  22. Imposition of disproportionate legal, insurance, administrative, governance and any other costs: We reserve the right to immediately terminate or suspend the Services being rendered to you, for reasons including but not limited to the making of or threatening to make or our perception of a threat of the imposition of disproportionate (in our opinion) legal or other claims in comparison to the cost of Services borne by you, including but not limited to the initiation of an enquiry by a Government Authority against us due to or in relation to your conduct and/or receipt of a legal notice with respect to your conduct.
  23. Criminal offense: Violation of the conditions of use specified in these Terms may constitute a criminal offence under applicable law. You should report to us any information that it may have concerning instances in which the conditions of use under these Terms have been or are being violated.

9. Facilities

  1. Monitoring Equipment: We will install monitoring equipment or software to monitor your service usage for ensuring quality of service and for billing purposes. The Services can be affected by activities beyond our control even after installation of the equipment or software. We shall have no liability in the event of any loss to you, or your employees, agents or End Users due to activities, which are beyond our control, including attacks by Malware upon such monitoring equipment or software. For the purpose of this clause, “Malware” shall mean any malicious computer code such as viruses, logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item, and damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert in full or in part an information system from its intended use.
  2. Usage Measurement: We may, at our discretion, measure the usage of Services which shall include but shall not be limited to any usage artefacts like number of HTTP(s) requests, inbound and outbound data traffic to and from various services, temperature of hardware on which Services are running etc.
  3. Service Requests: You shall raise a service request as per the method intimated by us. We reserve the right to change the method of receiving service requests and any change shall be communicated to you by posting it on the Website. You shall be responsible to ensure that you check the Website from time to time to stay updated on any such communication by us. Currently, service requests can be raised by sending an email to us at info@netforchoice.com. Execution of service requests by us shall not be undertaken by us unless and until we receive a duly authorised confirmation from your listed technical contact. The name of such technical contact person shall be provided by you to us at the time of sign up/ customer account creation with us or later, via interfaces provided by us on the Website. And in case of any change in the technical contact person, you shall immediately inform us about such change by updating the technical contact details in your Customer Account. We shall not beliable for hardware/software crash or corruption of data due to service requests from you or for such other reasons, which are in our reasonable opinion, beyond our control. Further, we shall not be liable to you for any losses arising out of theinitiation of service requests.

10. Server Reboots (On/Off)

11. Maintenance and Support

12. Terms of Free Trial

13. Limitation of Liability

14. Limited Warranty

We represent that we shall make best efforts to provide the services in compliance with our service level agreement. Except for this warranty, we disclaim any and all other warranties, express or implied, relating to the services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or arising from a course of dealing, usage or trade practice. We specifically disclaim any warranty that the operation of the service will be uninterrupted or error free. Further, we make no representations or warranties whatsoever, and shall have no liability whatsoever, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the servers upon which the services are provided. You are solely responsible for implementing adequate firewall, password and other security measures to protect its systems, data and applications from unwanted intrusion, whether over the internet or by other means.

15. Consideration

16. Confidentiality

You should safeguard and keep confidential Net4Choice’s Confidential Information using measures that are equal to the standard of care used by you to safeguard your own Confidential Information of comparable value, but in no event less than reasonable care. You should not use our Confidential Information for any purpose except to implement your rights and obligations under these Terms and as otherwise expressly contemplated by these Terms.

17. Security And Disclosure Of Customer Data

  1. Security Measures: You will be solely responsible to patch your systems regularly with security updates of operating systems, web server/DB or any other software in use on servers/services, maintain highest levels of input sanitation on your web applications and in general keep any protected data encrypted. Further, you should take reasonable security measures to ensure protection of Customer Data stored on our cloud servers linked to your Customer Account. We will , on a best-efforts basis, implement reasonable and appropriate measures designed to help you secure your Customer Data against accidental or unlawful loss, access or disclosure.
    However, you shall remain responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your Customer Data, which may include the use of encryption technology to protect your data from unauthorized access and routine archiving your data. We do not promise to retain any preservations or backups of your Customer Data. You are solely responsible for the integrity, preservation and backup of your Customer Data, regardless of whether your use of Services includes a Net4Choice backup feature or functionality, and to the fullest extent permitted by law, we shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.
    We are not responsible or liable to make available data lost due to hardware failure or any other reason. While we will make our best efforts to help you retrieve your Customer Data (in the case of hardware failure), our responsibility is limited to providing you with an equivalent (replacement) compute node, as soon as possible. If you have signed up for a backup plan with us, we will help you restore your Customer Data, from one of the available recovery point objectives, to the newly provisioned compute node (at your option), on a best efforts delivery basis
  2. Disclosure of Customer Data: Notwithstanding that we may have access to the servers allocated to you for availing the Services, we do not by default maintain copies of Customer Data and/or logs of Customer activities on our platform or servers, unless expressly mandated by Applicable Law. Further, we will not disclose Customer Data to any Third Party, unless required to do so for the purpose of providing the Services to you or pursuant to an order or demand duly made by a Government Authority. We will not be under any responsibility to notify you of any such demand or order for disclosure of your Customer Data or provide proof of such demand or order to you.

18. Suspension Of Services

19. Indemnification

You shall defend, indemnify and hold harmless the Indemnified Parties, from and against any and all Claims and/or Losses arising out of or relating to (i) breach of these Terms by you, your representatives or End Users, or (ii) violation of the Company Policies or Applicable Law by you, your representatives or End Users, (iii) non-payment of applicable taxes including but not limited to GST, TDS or any other form of taxes levied by any Government Authority from time to time on you, (iii) breach of security measures by you, your representatives or any End User, (iv) a dispute between you and your End User, (v) alleged infringement of Third-Party IPRs by the Customer Data. Your obligation under this Clause 19.1 shall extend to Claims arising out of acts or omissions by your employees, End Users and any Person who gains access to the Services as a result of your failure to use reasonable security measures.

20. Termination

  1. If you want to terminate/de-provision our Services, you should write to us at info@netforchoice.com for manually provisioned services or in case of Services availed through Self Service Portal, you may terminate/de- provision the same by accessing your Customer Account at https://cloud.n4c.in/
  2. If you fail to make due payments on any invoice(s) raised by us as per the due dates mentioned on the invoice/reminder emails or if you fail to deposit the TDS to the appropriate Government Authority and fail to provide us a duly signed TDS certificate within statutory timelines, we retain the right to suspend and deprovision the Services.
  3. We shall have the right to terminate your access to the Services at our sole discretion at any time, without any notice to you, if we are of the opinion that you have used the Services (a) fraudulently, unlawfully or abusively, (b) any such usage of the Services by you is in breach of Applicable Laws, (c) you have committed material breach of these Terms, or (d) for any reason whatsoever, if we are of the opinion that your use of the Services poses risk to us, our Services, our resources or other Net4Choice customers. Where your default is on the ground of violation of these Terms, we may, at our sole discretion, allow you an opportunity to cure your breach, and if you fail to cure such breach within such number of days as may be notified by us, or 30 (thirty) days(where it is not specified), we shall have the right to terminate the Services immediately.
  4. We may terminate the Services, at our sole discretion at any time, without any notice to you, if you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or effected a similar disposition of its assets, or have become the subject of any insolvency, reorganization, liquidation or similar proceeding.
  5. Effects of Termination
    • On termination of Services, we will remove all of your electronically stored data from our facilities, including all Customer Data and back ups, if any, and this shall not give rise to any liability towards you.
    • If we are providing the servers, we reserve the right to re format/delete/de-provision/remove any servers, virtual or physical, forfreeing up resources for use by other Net4Choice customers.
    • You shall remain responsible for all fees and charges till the date of deprovisioning of respective services irrespective of whether you have used them or not.
    • You should immediately return or, if instructed by us in writing, destroy all Confidential Information pertaining to us, in your possession.
    • All provisions that by their nature are intended to survive any termination of Services shall survive.
  6. Handover of data: Upon termination, we may at our sole discretion, assist you in transitioning Customer Data to an alternative technology or cloud service provider, for an additional charge and under separately agreed terms.

21. Proprietary Rights

22. Miscellaneous

  1. Entire Agreement: These Terms, together with Company Policies and any other documents expressly referred herein, constitute the entire understanding between the parties with respect to the subject matter hereof. In addition, the terms and conditions as set forth in any invoice, or any other official communications in writing between you and us, including payment reminders and suspension emails, shall also be binding on you.
  2. Force Majeure: We will not be responsible for the delays or damages that may occur due to any act, omission or delay caused by a Force Majeure Event. We will be entitled to discontinue the Services with immediate effect on the occurrence of a Force Majeure Event, if in our opinion we are unable to continue to provide the Services as per these Terms.
  3. Email Communication: You agree that any notices, agreements, disclosures, or other communications that we send to you electronically through email will satisfy any legal communication requirements, including that those communications be in writing. You agree to receive such electronic notices from us, which will be sent by email to the email address then associated with your Customer Account. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
  4. Relationship of the Parties: The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
  5. Assignment: You may not assign, transfer or delegate any of your rights and obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer or delegate our rights and obligations under these Terms without notice or consent.
  6. No Waiver: Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
  7. Severability. If any part of these Terms is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
  8. Non-Solicitation: You for any reason, shall not, directly or indirectly solicit our employees who are on our panel/rolls to leave their respective employment/business engagements during the period you are using the Services and for 2 (two) years after the termination of Services.
  9. Governing Law: These Terms shall be governed and constructed in accordance with the Applicable Laws of India. Subject to the Clause 22.10 below, the courts at New Delhi shall have exclusive jurisdiction over any of the disputes arising out of or in relation to these Terms.
  10. Dispute Resolution: In the event of any dispute, claim or controversy arising under, or in relation to these Terms, such dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The dispute shall be settled by a sole arbitrator to be appointed by the parties to the dispute and the seat of arbitration shall be New Delhi, India. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law