These MyHandydash Software as a Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between MyHandydash, an Indian corporation having a principal place of business in India (“MyHandydash”) and the subscribed client (the “Client”). Client’s SaaS subscription (subject to the payment of the Subscription fee and the provisions for termination set out in this Agreement) shall be deemed Client’s agreement to these Terms and Conditions.
For purposes of these Terms and Conditions, the terms below shall have the meanings defined below.
MyHandydash grants to Client, and Client accepts, a non-transferable, non-exclusive license and right to access the SaaS via the Internet and use the SaaS and the User Documentation only as authorized in these Terms and Conditions, for the purpose of enabling its business operations during the SaaS Term. The SaaS will be managed by MyHandydash (as described in Section 3) and accessed and used by Client through the use of the Internet and Client’s computers.
MyHandydash will make the SaaS available for Client’s use during the SaaS Term on Client’s computer systems that meet the MyHandydash System Recommendations for accessing the SaaS that Client acknowledges it has reviewed. MyHandydash will provide Client with secure access to the latest supported version of the SaaS via the Internet from the hosting facility MyHandydash has chosen to use for the Service (the “Hosting Site”) on a 24x7 basis (excludes scheduled downtime), except for scheduled on-going maintenance as required and scheduled in advance by MyHandydash.
Any Client’s employees, or any other party using the SaaS on behalf of the Client accessing Client Content, accessing or using the SaaS have to have a valid license.
By accessing and using the SaaS through the Service provisioned,
In order to access and use the SaaS, Client shall pay a “Subscription Fee” communicated to the Client on an annual basis during the SaaS Term. The Subscription Fee is fixed for the Initial Term and the First Renewal Term (defined below). The Subscription Fee for any subsequent Renewal Term (defined below) may be subject adjustment decided by MyHandydash at its sole discretion. If Subscription Fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to Client by MyHandydash, all further access to the Service will be blocked without notice.
In consideration of the provision of any other services provided by MyHandydash to Client, Client shall pay additional fees based on MyHandydash then current Service fees.
MyHandydash shall send to Client an invoice in respect of the Subscription Fee and any Extension Fees in advance. All invoices are payable within the terms specified in the invoice by MyHandydash after the date thereof unless otherwise agreed in writing.
MyHandydash and/or its hosting or telecommunications vendor(s) may perform system maintenance during the following “Maintenance Windows”, and MyHandydash will announce upgrades and all planned outages in advance.
MyHandydash targets to provide 99.2% “availability” to the Software during the SaaS Term, calculated on a monthly basis. For purposes of these Terms and Conditions, “availability” exists unless the SaaS is not accessible to Client due to (i) a hardware failure of the server at the Hosting Site, or (ii) a connection failure between the server is hosting the SaaS and the closest Internet router, in to each case excluding Maintenance Windows defined above. Possible software bugs, errors or other problems are not relevant to availability and are addressed under Section 11 below.
MyHandydash will provide Technical support via email, on-line channel and phone, with an average five (5) support requests per month (excluding requests directly related to the Software bugs) to Clients during the SaaS Term. Technical support services are provided during business days and hours, excluding national holidays of India. The first reply is provided within one (1) business day, and resolution of reproducible bugs shall be according to severity categorization below.
MyHandydash will categorize support request as follows: P0 Fatal Software Issue
Catastrophic failure; Software aborts, cannot get any functionality from the Service. An example P0 issue: none of the Client’s documents get populated or are not searchable.
Maximum 24-hours for the fix; Corrective action will be started immediately within above defined technical support hours and continued uninterruptedly as long as initial fix (circumvention) for the failure is ready.
P1 Limited Functionality of the Software
Significant issue; Software not delivering intended functionality. An example P1 issue: only some of the Client’s documents get populated or only part of the search results are listed.
Maximum 1 week to fix
P2 Annoying Functionality
Minor Software issue or Software exhibits annoying behaviour. An example P2 issue: a small number of fields in Client’s documents not getting populated and populating those manually is only a minor inconvenience for the users.
To be fixed in next regularly scheduled release
P3 Enhancement Request
Prioritized according to feature requests
May be implemented in a future Software release
Support outside of these hours is only provided for down or mission critical cases. For example:
Unable to access software
MyHandydash will install software upgrades/releases of the SaaS which are generally made available to its other Clients of the Saas through the related Service, including patches and/or fixes, as they are made available at no charge during the SaaS Term. MyHandydash will determine and announce upgrades as described in Section 8 of these Terms and Conditions.
Client is responsible for administering and granting rights to its users using a specific form in the SaaS. Client is also responsible for ensuring that its users comply with these Terms and Conditions with respect to use of the SaaS and related Services. Client shall provide connectivity and security to the Internet for its location(s) for purposes of providing adequate access to the SaaS hosted at the MyHandydash Hosting Site.
MyHandydash shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Internet to access the Software.
Client agrees that the SaaS, related User Documentation and related Services are proprietary products and services and that all right, title and interest in and to the SaaS, related User Documentation and related Services, including all associated intellectual property rights, are and shall at all times remain with MyHandydash and its third party licensors.
The MyHandydash software empowering SaaS and related Client installable software modules contain trade secrets and proprietary information owned by MyHandydash or its third party licensors and is protected by United States copyright laws and international trade provisions. Client must treat the SaaS and related Client installable software modules like any other copyrighted material and Client may not copy or distribute related Client installable software modules or the User Documentation, electronically or otherwise, for any purpose.
Client hereby grants to MyHandydash a non-exclusive right to use all Client Content as necessary solely for the purposes of provisioning the SaaS and related Services to Client and its authorized users pursuant to these Terms and Conditions. In all usage situations all right, title and interest in and to the Client Content remains with the Client.
Use of the SaaS is restricted to use by the specific licensing entity only, and only in the context of the Client Content. Clients may not use the SaaS for the benefit of any third parties or provide service bureau. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code of the SaaS related Client installable software.
The SaaS and Client Content shall not be used for any commercial purpose beyond the functionality offered by the SaaS. Except as may be permitted in section 5 consistent with MyHandydash’s permissions for the SaaS, the Client hereby agrees, represents and warrants to MyHandydash that it will not access or use the SaaS for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
EXCEPT FOR THE INDEMNIFICATION FOR THIRD PARTY CLAIMS PROVIDED IN SECTION 17, MyHandydash’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD TO MyHandydash OF CLIENT’S LOSS. IN NO EVENT SHALL MyHandydash BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON PECUNIARY LOSS, HOWEVER ARISING, EVEN IF MyHandydash HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MyHandydash SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN ACCESS TO THE SAAS OR RELATED CLIENT INSTALLABLE SOFTWARE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
Except for Client’s obligation to pay MyHandydash, neither party shall be liable for any failure to perform its obligations under these Terms and Conditions if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government freight or other embargoes, weather conditions or any failures by MyHandydash’s subcontractors or suppliers.
All notices or other communications referenced under these Terms and Conditions shall be made in writing and sent to “Attention: General Counsel” at MyHandydash’s address available in www.MyHandydash.com to Client’s address set forth in when Subscribing to the Service. All notices shall be deemed given to the other party if the delivered receipt is confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.
These Terms and Conditions shall be governed by the laws of India. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the India Chamber of Commerce. Any decision in arbitration shall be final and binding upon the parties. Notwithstanding the above, MyHandydash may sue in any court for infringement of its proprietary or intellectual property rights.
Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of these Terms and Conditions are held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of these Terms and Conditions will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms and Conditions set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby.