Terms of Service (TOS) (1.0)


Master Services Agreement (MSA)

V-SAT Cloud Network ("V-SAT," "we," "us") offers cloud platform and configuration services, which include, but are not limited to, smart dedicated servers, graphics processing units, object storage, content delivery network services, and continuous data protection backup services (referred to as "Services"). Unless stated otherwise, individuals using these Services will be referred to as "you" or "your."

We provide these Services under the terms outlined in this document ("Terms"). Your utilization of the Services or your registration with us implies your acceptance of these Terms. If you acquire our Services through a separate written agreement or master services agreement, these Terms are considered incorporated into that agreement, whether explicitly stated or not. When you access or use our Website and/or the Services, these Terms apply and are legally binding upon you, regardless of whether you explicitly accept them separately.

These Terms represent a legally binding agreement necessary for using our Website and Services. Consequently, you can only access and use our Website and Services if you agree to be bound by these Terms. We reserve the right to modify these Terms at any time by publishing an updated version at Terms of Service on our website ("Website"). The revised Terms automatically become binding upon you if you continue to use the Services. These amended terms apply even if you do not accept them separately. If you do not wish to be bound by the updated Terms, we kindly request that you cease accessing the Website and the Services and contact us to deactivate your Customer Account. It is your responsibility to periodically review these Terms for any changes.

1. Definitions:

Within these Terms, unless the context dictates otherwise, the following terms and expressions will carry the specified meanings:

  1. "Affiliates" refers to entities that are under the direct or indirect control of a particular individual or entity, or entities that share common control with said individual or entity.

  2. "Applicable Law(s)" encompasses:

    1. Legal rules, statutes, bylaws, rulings, or regulations with the force of law.

    2. Codes of practice, rules, consents, licenses, requirements, permits, or orders with the force of law, or any legally binding obligations or requirements.

    3. Notifications, circulars, or guidelines issued by regulatory authorities.

    4. Determinations or interpretations of the above by judicial authorities, whether effective at the time of these Terms or thereafter, and as amended.

    5. All regulations, notifications, circulars, guidelines, directives, and other statutory requirements issued by statutory or government authorities as applicable.

  3. "Charges" denote the amount payable for Services, except when availed through a free trial facility. Charges may be calculated based on time (e.g., per hour or per month) or usage (e.g., per GB per month, applied to peak usage within a calendar month). If a Minimum Billing Amount is applicable for a specific service, Charges will be subject to this minimum for each calendar month of service usage.

  4. "Claims" encompass all actions, suits, proceedings, or arbitrations, whether in law or equity, before any Government Authority or competent tribunal or court.

  5. "Confidential Information" includes Intellectual Property and all business, technical, and financial information related to arrangements mentioned in these Terms or any other agreement where these Terms are referenced or disclosed by us. This covers information concerning financial and/or business operations, such as specifications, models, merchant lists/information, samples, reports, forecasts, data, computer programs, documentation, internal management, customers, products, services, anticipated products/services, processes, financial status, employees, marketing strategies, trade secrets, business plans, proposals, customer contract terms, compensation, commissions, services, and other valuable confidential materials typically treated as confidential or proprietary, whether or not explicitly identified as such.

  6. "Controlling," "Controlled by," or "Control" concerning any Person:

    1. Refers to the power, direct or indirect, to manage the policies of such Person. This can be achieved through ownership of voting shares, agreements, or other means, as well as the ability to elect more than half of the directors, partners, or individuals with similar authority regarding such Person.

    2. Involves direct or indirect ownership of over 50% (Fifty Percent) of voting interests.

  7. "Customer Data" encompasses all data, including text, sound, software, images, video files, and their derivatives, created by you or your End Users. Ownership of Customer Data remains with you and/or your End Users. Our right to access and use Customer Data is restricted to providing Services or fulfilling legal obligations, without granting us ownership rights or any right to use or transfer the data, except as specified herein.

  8. "De-provisioning of Services" for the Services means terminating Services to you, releasing and reallocating all allocated resources, and deleting Customer Data stored on our servers.

  9. "End User" refers to any individual or entity that directly or indirectly accesses or uses the Services under the Customer Account. This excludes individuals or entities using the Services or any V-SAT services under their own V-SAT account rather than the Customer Account.

  10. "Force Majeure Event" includes events such as significant power grid failures, internet failures, systemic electrical, telecommunications, or other utility failures, natural disasters, war, riots, embargoes, epidemics, outbreaks of infectious diseases impacting performance, pandemics, fires, strikes, organized labor actions, terrorist activities, acts of Government Authority, acts of God, or other events not generally anticipated in the industry and beyond any party's control or any other unpredictable events.

  11. "Government Authority(ies)" refer to:

    1. Governments with jurisdiction over V-SAT, whether foreign, federal, state, territorial, or local.

    2. Government departments, offices, or ministers in their official capacity.

    3. Commissions, agencies, boards, or other governmental, semi-governmental, judicial, quasi-judicial, administrative, monetary, fiscal, or regulatory authorities, bodies, or tribunals.

  12. "Infra Credit Prepaid Customer" is a customer who receives infra credits for availing various services provided by us.

  13. "Inherent Business Risk" includes risks associated with providing cloud services in the ordinary course, such as data loss due to malware attacks, server or equipment malfunctions, software or third-party software failures, and other risks.

  14. "Inactive Customer" is a customer who has not utilized any Services in the preceding 90 (Ninety) days or, if the customer only has free credits/coupons in their Customer Account, a customer who has not consumed any services in the preceding 60 (Sixty) days, automatically classified as "Inactive Customer" for these Terms.

  15. "Intellectual Property" or "IP" encompasses patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity, other forms of intellectual or industrial property, know-how, inventions, formulae, confidential processes, trade secrets, any other protected rights or assets, and associated licenses, permissions, and extensions worldwide, whether or not registered or registrable, and all applications for registration.

  16. "Intellectual Property Rights" or "IPR" encompass all rights related to Intellectual Property.

  17. "Losses" refer to any loss, damage, injury, liabilities, settlements, judgments, awards, fines, penalties, fees (including reasonable attorney fees), charges, costs, or expenses arising from a Claim(s).

  18. "Malware" includes malicious computer code such as viruses, logic bombs, worms, trojan horses, or any other code or instructions affecting programs, software, client data, files, databases, computers, or equipment, damaging, compromising integrity or confidentiality, incapacitating, diverting, or aiding in such actions.

  19. "Managed Services" involves the provision of professional services for an additional fee by us to manage cloud computing infrastructure. Services provided to you are considered "Self-Managed Services" unless explicitly stated otherwise.

  20. "Material Adverse Effect" signifies any condition, change, development, effect, or occurrence adversely affecting either party's ability to fulfill obligations under these Terms.

  21. "Person" encompasses natural persons, limited or unlimited liability companies, corporations, partnerships, proprietorships, trusts, associations, or other entities, enterprises, or business organizations, whether incorporated or unincorporated, registered or unregistered, under Applicable Law.

  22. "Minimum Billing Amount" refers to the minimum amount of usage charges for a particular service provided by us in a calendar month, irrespective of the actual time-based usage during that month.

  23. "Refund Policy" is the policy outlined on the Website, accessible at https://www.vsatcloud.com/refund-policy.html, which may be amended periodically. The most current version is always available on the Website.

  24. "Privacy Policy" is the policy detailed on the Website, accessible at https://www.vsatcloud.com/privacy-policy.html, which may be updated from time to time. The most recent version is accessible on the Website.

  25. "Service Level Agreement" or "SLA" pertains to the Service Level agreement published on the Website, accessible at https://www.vsatcloud.com/sla.html. This agreement outlines service levels offered for our Services and may be modified at our discretion. The latest version is available on the Website.

  26. "TDS" stands for tax deducted at source, in compliance with Applicable Law.

  27. "Term" signifies the period during which these Terms are binding, commencing when you begin using our Services and continuing as long as you use the Services.

  28. "Third Party" refers to any entity or individual other than you or us.

  29. "Variable Usage Charges" indicate Charges that may fluctuate based on your usage of any V-SAT service, potentially increasing over time due to increased usage without explicit action on your part to avail such additional usage. For example, Variable Usage Charges related to backup services may rise over time based on backup frequency, increased data being backed up, and peak storage usage in a calendar month.

2. Use Of The Services:

  1. When you use our Services, you must adhere to these Terms and all other operational guidelines, policies, and procedures posted periodically on the Website. These encompass documents like the Privacy Policy, SLA, and Refund Policy (collectively referred to as "Company Policies").

  2. Upon registering for our Services, you may need to provide certain personal information, such as your name, email address, and valid payment details. Optionally, you can furnish additional information about yourself. The gathering and handling of such account-related information are subject to the provisions of our Privacy Policy.

  3. We may periodically introduce reasonable updates to both the Services and the Company Policies.

  4. We maintain the exclusive discretion to decline the provision of the Website and Services or cease providing them to you at any time and for any reason, which may include your non-compliance with these Terms. Additionally, we hold the right to deactivate, terminate, restrict access to, or disable services for customer accounts or access to the Website and Services at our sole discretion.

3. Representations And Warrants:

  1. We hereby represent and warrant to you as follows:

    1. We are legally established and validly exist in accordance with applicable laws, possessing all necessary legal power and authority to offer you the Services.

    2. We are not in a state of insolvency, and there are no ongoing or imminent insolvency proceedings initiated against us in any competent court.

  2. You hereby make the following representations and warrant to us:

    1. You are duly organized and validly exist under applicable laws, possessing all necessary legal power and authority to be bound by these Terms. If you are registering for the Services on behalf of an incorporated entity, you confirm that you and the entity are both bound by these terms, and you are legally authorized to act on behalf of such incorporated entity.

    2. You are not insolvent, and no insolvency proceedings have been initiated, threatened, or are pending against you.

    3. You have, in all material respects, complied with applicable laws and have not incurred fines, penalties, injunctive relief, or any other civil or criminal liabilities that may have a direct Material Adverse Effect.

    4. There are no actions, suits, Claims, proceedings, or investigations pending or, to the best of your knowledge, threatened in writing against you, whether civil or criminal, before any court, commission, arbitrator, or Government Authority. Furthermore, there are no outstanding judgments, decrees, or orders from such entities that materially and adversely affect your ability to fulfill your obligations under these Terms.

    5. All information provided by you regarding the Services has been accurately and honestly disclosed to the best of your knowledge, without any misrepresentation. You acknowledge that any misrepresentation of information may negatively impact the quality of the Services provided to you.

    6. Our Website and Services are not intended for or directed towards individuals under the age of 18. By using our Website and Services, you affirm and warrant to us that you are 18 years of age or older.

    7. You have had ample opportunity to read and comprehend these Terms, and you willingly agree to be legally bound by them.

4. Your Obligations:

  1. Customer Account

    1. It is your responsibility to monitor all activities conducted under your V-SAT account ("Customer Account"), whether they are authorized by you, your employees, or any Third Party (including contractors, agents, or End Users). We shall not be held accountable for any unauthorized access to the Customer Account.

    2. You must implement robust password and access control mechanisms, as well as other data protection measures required by Applicable Law, to safeguard Customer Data and prevent unauthorized access to the Customer Account.

    3. In the event of any unauthorized use of the Customer Account or any security breach, you should promptly notify us and cooperate with our investigation into service disruptions, security issues, or suspected violations of these Terms.

    4. We will not be liable for any security breaches resulting from your failure to implement or adhere to security measures or for any other reasons beyond our control. You will bear full responsibility and liability for any such breaches, and neither you nor any individuals with access to your Customer Account, nor any Third Parties gaining unauthorized access to your Customer Account, shall have any claims against us for such liabilities.

    5. You agree to defend, indemnify, and hold harmless us, our Affiliates, and any of our respective employees, agents, or suppliers ("Indemnified Parties") from any Claims and/or Losses arising directly or indirectly from such security breaches.

  2. Backup of Customer Data: You are responsible for taking appropriate measures to secure, protect, and back up Customer Data, including programs, data, software, and any other Customer Data. While providing the Services under these Terms, we are not obligated to maintain any copies or backups of Customer Data.

    Even if you are using our backup services, you must ensure that you have adequate backups of Customer Data and verify the accuracy of such backups. We are not responsible for these actions. Additionally, you are liable for paying us any Minimum Billing Amounts and/or Variable Usage Charges that result from the use of such backup services, without dispute.

  3. Use of Licensed Software

    1. You acknowledge that the software provided with the Services is supplied by third-party entities ("Third Party Software"). All Third Party Software is licensed to you under the terms and conditions of an End-User License Agreement (EULA), and you agree to comply with the EULA associated with the Third Party Software.

    2. Throughout the Term, you are obligated to use the licensed version of the software related to the Services. You may not use pirated software while utilizing the Services. Furthermore, you are solely responsible for any Losses or Claims resulting from your use (or the use by End Users) of any unmaintained open-source software or outdated Third Party Software to operate your workloads with the Services. In such cases, you shall indemnify, defend, and hold harmless the Indemnified Parties.

    3. If any Claims are brought against the Indemnified Parties concerning your, your representatives', or End Users' use of such Third Party Software without compliance with the terms and conditions of the applicable EULA or due to the use of a license beyond the agreed-upon or paid-for level, you shall be liable for such Claims and any resulting Losses, and you shall indemnify the Indemnified Parties.

    4. We are not responsible for any Third Party Software, and we are not liable for any damages caused by such Third Party Software. At your request and for a fee, we may, at our sole discretion, configure the Third Party Software with your equipment, following the instructions of the respective Third Party. However, this does not impose any obligation on us to provide such services. We are not liable for any damages, whether direct, indirect, or consequential, arising from the configuration of Third Party Software with your equipment.

    5. It is your responsibility to update any Third Party Software provided with the Services as soon as you receive notifications from the Third Party Software provider. We are not responsible for ensuring such updates, and we are not liable for any Service disruptions resulting from unforeseen software conflicts or bugs due to your failure to update the Third Party Software.

    6. You may not remove or tamper with the copyright, trademark, or patent notices contained in the Third Party Software.

  4. You must diligently document and promptly report any errors or malfunctions you encounter to V-SAT. If you provide any feedback concerning the Services, we reserve the right to use such feedback for the enhancement of our Services without incurring any obligations to you.

  5. You are obligated to ensure that you fulfill all legal requirements in compliance with Applicable Laws and the relevant regulatory framework necessary for your use of the Services. You are responsible for the security of the Services, including the equipment used to access them, and we shall not be held accountable if there is a breach in the security of the Services or the related equipment you employ. It is your responsibility to implement reasonable security measures, including data encryption, to safeguard the data stored or uploaded by you through the Services.

  6. To facilitate the provision of the Services, you must provide us with the necessary 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, as required in connection with the delivery of the Services.

  8. Neither you nor your representatives and/or End Users may remove or tamper with the copyright, trademark, or patent notices contained in any content provided by us during the provision of the Services or in the software provided by us (excluding Third Party Software). You shall indemnify, defend, and hold harmless the Indemnified Parties from any Claims arising from the violation of this Clause 4.8 by you, your representatives, or End Users.

  9. In the discharge of your obligations under these Terms, you shall maintain proper ethics and transparency in all your actions. Under no circumstances shall you take any action or make any statement that may mislead any existing V-SAT customer or prospective V-SAT customer regarding the Services or V-SAT itself, or have an adverse impact on V-SAT's business or goodwill.

  10. You must adhere to all your obligations outlined in these Terms and ensure that all payments owed to us are made promptly in accordance with the due dates specified in the invoices or reminder emails sent by us.

  11. You are responsible for monitoring the performance of resources used on your cloud server for accessing the Services and for taking appropriate actions to resolve any issues related to such server resources. We do not have the responsibility to monitor or maintain these server resources in any way.

5. Seizure Of Data And Hardware:

  1. You acknowledge that if any of the hardware provided by us, used for the storage of data or information related to the Services, is seized by a Government Authority for purposes such as investigating you, your employees, agents, or End Users, or for any other reason as mandated by the Government Authority, you shall be responsible for promptly paying, without objection, (i) the expenses incurred in providing such data or information to the Government Authority, and (ii) the cost of the server or equipment seized by the Government Authority.

  2. Furthermore, you understand and agree that we bear no responsibility for creating backups or copies of the Customer Data stored on V-SAT's servers or equipment. You also acknowledge that you will not raise any Claims, including monetary Claims, against us in the event of data loss. In the case of hardware or data seizure by a Government Authority, we are not obligated to inform you about such seizure in advance or at the time of the seizure. The Government Authority may issue instructions for data or hardware seizure through any mode of communication, whether written or oral, and we are not required to produce a copy of the written order from the Government Authority to you.

6. Business Risk And Losses:

  1. You acknowledge and agree that the Services we provide inherently entail certain business risks, and these inherent risks may be beyond our control. Consequently, you may experience losses, including both direct and indirect losses. We shall not be held liable in any way for any losses you may incur as a result of these inherent business risks. You hereby accept full responsibility for all risks associated with the provision of the Services to you, your agents (including contractors and subcontractors), or employees. You also agree to indemnify, defend, and hold harmless the Indemnified Parties from any and all Claims and/or Losses arising from or related to the use or misuse of the Services.

7. Third Party Audit:

  1. You acknowledge that with regard to licenses and software obtained from Third Parties, audits may be carried out by authorized competent Third Parties during the Term. In the event such an audit is initiated by Competent Third Parties, you agree to cooperate and provide the necessary information requested by these Competent Third Parties. It is expected that all our customers will cooperate in the event of an audit of our infrastructure, which includes the cloud service platform we provide.

  2. You will furnish all requested information to the Competent Third Party, which may encompass confirming compliance with licensing, presenting evidence of licenses for products in use, and so on. Furthermore, if you do not cooperate with the Third Party audit and fail to provide the essential information for a proper audit, we reserve the right, at our sole discretion, to terminate the Services.

8. Regulation Of Use Of Services:

  1. Customer Data: You acknowledge that we have no control over the Customer Data in any capacity. You affirm and guarantee to us that you possess the right to transmit, receive, store, or host all Customer Data through the Services, and that you and your representatives and End Users who engage in such data-related activities on our cloud platform comply with Applicable Law and any other policies we may periodically publish on the Website, including but not limited to the Company Policies. You bear sole responsibility for the creation, operation, upkeep, and utilization of Customer Data.

    1. End User Customer Data: You are accountable for how End Users utilize Customer Data and the Services, and you must ensure that all End Users adhere to your obligations outlined in these Terms and the Company Policies. Furthermore, it is your responsibility to ensure that the terms of your agreement with each End User align with the terms specified in 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 must promptly suspend that End User's access to the Customer Data and the Services.

  2. Prohibited activities:

    1. You shall refrain from participating in any prohibited activities, and you shall not allow any individual, including End Users utilizing your online facilities and/or services, such as your website(s) and transmission capabilities, to engage in any of the following prohibited activities ("Prohibited Activities"):

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

        1. Belongs to another person without proper rights.

        2. Is defamatory, obscene, pornographic, pedophilic, invasive of another's privacy, insulting, or harassing based on gender, libelous, racially or ethnically objectionable, related to money laundering or gambling, or otherwise contrary to the applicable laws.

        3. Harms children.

        4. Infringes upon patents, trademarks, copyrights, or other proprietary rights.

        5. Violates any prevailing laws.

        6. Deceives or misleads by conveying patently false or misleading information.

        7. Involves impersonation of another person.

        8. Threatens the unity, integrity, defense, security, or sovereignty of India, foreign relations, public order, or incites the commission of a cognizable offense.

        9. Contains software viruses or other computer code designed to disrupt or harm computer resources.

        10. Is patently false, untrue, and published with intent to mislead or harm others for financial gain or causing harm.

      2. Sending unsolicited commercial messages or communication in any form (SPAM).

      3. Engaging in any activities or actions that may violate laws, codes, contractual obligations, or regulations applicable to us or our customers, including infringement or misappropriation of Intellectual Property, trade secrets, confidentiality, or proprietary information, or engaging in fraudulent, unfair, deceptive, or defamatory conduct.

      4. Invading the personal privacy rights of others, including collecting and distributing information about internet users without their permission, except as permitted by Applicable Law.

      5. Intentionally omitting, deleting, forging, or misrepresenting online information.

      6. Using Services for any illegal purpose, violating Applicable Law, or breaking the rules of any other service provider's websites, chat rooms, or similar platforms.

      7. Conduct intended to withhold or cloak identity or contact information, registering with fake or false identities, or using invalid or unauthorized payment methods in connection with the Services.

      8. Using the Services to publish, post, share, copy, store, backup, or distribute material containing Malware or other harmful software or code that may damage or threaten to damage the Services or any other person's device or property.

      9. Assigning, sublicensing, renting, timesharing, loaning, leasing, or otherwise transferring the Services or providing your Customer Account credentials to unauthorized individuals.

      10. Removing or altering proprietary notices, such as copyright or trademark notices, from the Services, or copying any aspects, features, functions, or graphics of the Services.

      11. Reverse engineering or decompiling the Services, except to the extent expressly permitted by Applicable Law.

      12. Building or assisting others in building competitive solutions using similar ideas, features, functions, graphics, or designs of the Services, or allowing entities offering competitive services to use or access the Services.

      13. Attempting to probe, scan, test vulnerabilities, or breach security or authentication measures without proper authorization.

      14. Modifying, distributing, altering, tampering with, repairing, or creating derivative works of any content included in the Services.

      15. Accessing or using the Services to avoid incurring fees, exceeding usage limits, or violating usage quotas.

      16. Engaging in any activities during the use of our Services that result in criminal investigations against us by law enforcement authorities.

    2. Should you become aware of any individual using your online facilities, services, or Customer Account engaging in Prohibited Activities, you must take immediate action to rectify such behavior. If necessary, you should restrict or terminate the offending individual's access to your online facilities.

    3. If we receive information or a formal complaint alleging that you, your representatives, or End Users are involved in Prohibited Activities or Abuse of Service, we will promptly notify you via email, urging you to cease such activities immediately. Failure to discontinue or assist in discontinuing such activities within 24 (Twenty-Four) hours of receiving our email notification may result in a penalty of INR 5000 (Rupees Five Thousand) or a higher amount per instance of Prohibited Activity or Abuse of Service, which will be added to your monthly bill and must be paid in accordance with the payment terms outlined in these Terms.

      Continuation of Prohibited Activities or Abuse of Service by you, your representatives, or End Users beyond the initial 24-hour notification period may lead to the suspension of your Services. In cases where there is a clear and immediate threat to us, our other customers, or a Third Party due to your engagement in Prohibited Activities while using our Services, we reserve the right to suspend or terminate your Services at our sole discretion, with or without prior notice, depending on the severity of the abuse. We may, at our discretion, provide you an opportunity to rectify the Prohibited Activity to our satisfaction. However, repeated violations may result in the automatic termination of your access to the Services, without prior notification.

    4. Abuse of Services: Any action or actions conducted by you or facilitated by you, including but not limited to those listed below, shall be considered as an abuse of our services ("Abuse of Service"):

      1. Denial of Service (DoS) / Distributed Denial of Service (DDoS): Flooding or overloading the network or network system with a large number of communication requests, which compromises the availability of a network or network service or significantly slows down its response, rendering the network ineffective or less effective.

      2. Restricting System Access or Storage: Employing any means, whether manual or electronic, to limit, deny, or restrict access to a system or storage within a system.

      3. Operation of Certain Network Services: Engaging in the operation of network services such as using forged headers, open proxies, open mail relays, open recursive domain name servers, services that enable UDP reflection attacks, IP spoofing, and similar activities.

      4. Monitoring or Crawling: Conducting monitoring or crawling of a system, or a combination of a system and network, that impairs, disrupts, or leads to the malfunctioning of the network or network services being monitored or crawled.

      5. Deliberate Interference: Interfering with the proper functioning of any system, network, or network services, including any intentional attempts to overload a system through activities like network scanning using tools such as nmap, mail bombing, news bombing, broadcast attacks, flooding techniques, or any other method that either reduces the performance capacity of a system, network, or network services or results in their malfunctioning. Any network and security scans conducted for PCI/DSS or certification compliance purposes must be coordinated with the managed services team; otherwise, they will be considered an abuse of services.

    5. Cooperation with Investigations and Legal Proceedings: You acknowledge and agree that, in certain circumstances, we may allow a relevant Government Authority to examine Customer Data or assess usage. In such cases, we may, at our discretion, provide you with reasonable prior notice of such inspection. Additionally, we reserve the right to report any Customer conduct that we believe violates Applicable Laws to the appropriate Government Authorities without prior notice.

      Furthermore, we may respond to requests from law enforcement or regulatory agencies, in accordance with Applicable Law, concerning any of your actions that may potentially violate Applicable Laws. It's important to note that Government Authorities may request our cooperation in investigations through various means of communication, whether written or oral, and we are not obligated to provide a copy of the written order from such Government Authority to you.

    6. Consequences of Violations: In the event of suspected violations of these Terms, Company Policies, or other relevant guidelines, we may, at our sole discretion, take any one or more of the following actions:

      1. Issue a written or verbal warning to you.

      2. Temporarily suspend specific access privileges.

      3. Suspend your Customer Account or certain Services.

      4. Terminate your Customer Account or terminate/de-provision all Services (if applicable). Such termination may involve the deletion/deactivation of your Customer Account, including any associated Customer Data and backups, if applicable, as well as the reallocation of V-SAT resources to other customers.

      5. Bill you for administrative costs and/or reactivation charges, regardless of whether these charges are explicitly mentioned in these Terms.

      6. Initiate legal proceedings, whether civil or criminal, as necessary, and seek damages resulting from the breach of these Terms and/or Company Policies.

      7. Forfeit any advance payments or funds received from you if you provide false information, engage in prohibited activities outlined in these Terms, or violate any provisions herein.

      Please note that we are not obligated to notify you of these actions being taken against you, your representatives, or End Users due to suspected violations of these Terms, Company Policies, or Applicable Law.

  3. Imposition of Disproportionate Costs: We retain the right to promptly suspend or terminate the Services provided to you, under circumstances that include, but are not limited to, the actual initiation or the perceived threat of initiating legal claims or actions that, in our judgment, impose a disproportionate financial burden compared to the cost of Services borne by you. This may encompass situations such as the commencement of a government inquiry against us due to your actions and/or the receipt of a legal notice regarding your actions.

  4. Criminal Offense: Breaching the terms of use outlined in these Terms may potentially constitute a criminal offense according to applicable laws. You are encouraged to report to us any information you may possess related to instances in which these Terms' conditions of use have been or are currently being violated.

9. Facilities:

  1. Monitoring Equipment: We will install monitoring equipment or software to supervise your service usage for the purpose of ensuring service quality and accurate billing. However, it's important to note that the Services may still be susceptible to events beyond our control, even with monitoring equipment or software in place. In the event of any loss incurred by you, your employees, agents, or End Users due to activities beyond our control, such as attacks by Malware on the monitoring equipment or software, we shall not be held liable.

    For the purposes of this clause, "Malware" refers to any malicious computer code, including viruses, logic bombs, worms, trojan horses, or any other code or instructions that infects or affects programs, software, client data, files, databases, computers, or other equipment, and causes damage, compromise of integrity or confidentiality, incapacitation, diversion, or any other harm to an information system.

  2. Usage Measurement: We may, at our discretion, measure the usage of Services, which may encompass various usage indicators such as the number of HTTP(s) requests, inbound and outbound data traffic to and from different services, and the temperature of the hardware on which the Services are running, among others.

  3. Service Requests: To request services, you should follow the method we have communicated to you. Please be aware that we retain the right to modify the method of receiving service requests, and any such changes will be communicated to you by posting them on the Website. It is your responsibility to regularly check the Website for updates on such communications. Currently, service requests can be submitted by sending an email to us at support@vsatcloud.com. We will not initiate the execution of service requests until we receive authorized confirmation from your designated technical contact. You are required to provide the name of this technical contact when signing up or creating a customer account with us, and any changes to this contact person's details should be promptly communicated to us. We shall not be held liable for hardware or software crashes or data corruption resulting from your service requests or any other reasons that, in our reasonable opinion, are beyond our control. Furthermore, we shall not be responsible for any losses arising from the initiation of service requests.

10. Server Reboots (On/Off):

  1. You have the option to perform server on/off actions yourself using the self-service portal, or our team can carry out these actions upon your request. When providing instructions for server on/off or any other related requests, it is your responsibility to ensure that the service boot order is correctly configured so that the server becomes accessible upon reboot. We will not be held liable or responsible for any issues arising from your failure to execute these server on/off actions correctly, including any delays in server restart. Furthermore, we shall not be liable for any losses, including those resulting from hardware or software failures or data loss, stemming from such server on/off events. In such cases, you agree to indemnify and hold us harmless from any claims, actions, suits, or proceedings that may arise.

  2. During scheduled and/or emergency maintenance, we may reboot servers or physically disconnect and reconnect them. We shall not be held responsible if the servers fail to reboot successfully due to reasons such as incomplete filesystem consistency checks performed by the operating system, software misconfigurations resulting from operating system bugs, or manual changes made by us upon your request or by you personally. It is your responsibility to maintain adequate redundancy for your data/software deployments to ensure that the services you provide to your End Users are not unduly affected or interrupted during such emergency and/or scheduled maintenance activities conducted by us. After completing a scheduled and/or emergency maintenance activity, we will make our best efforts to notify you of the outcome, whether successful or not. If necessary, we will inform you about the need to reschedule the maintenance activity. Please note that you are responsible for verifying that your services have been effectively restored following the completion of the scheduled and/or emergency maintenance activity.

11. Maintenance And Support:

  1. We reserve the right to perform routine scheduled maintenance or emergency maintenance on our electrical, software, or hardware infrastructure necessary for operating our Services. The maintenance schedule will be made available on the Website or communicated to you via email, as deemed feasible by us. In cases of mission-critical maintenance requirements, we may need to conduct emergency maintenance without prior notice. During these scheduled and emergency maintenance periods, your equipment may temporarily lose access to the Services, and you may not be able to access Customer Data and the Services on our cloud computing platform. You agree to cooperate with us during these scheduled and emergency maintenance periods. If a server fails to boot up successfully due to issues such as operating system or software malfunctions, software misconfigurations, software/hardware-related problems like filesystem or database inconsistencies, or extended load times and checks that fail to complete, we shall not be held liable for any downtime exceeding the estimated duration of the maintenance routine.

  2. We will make our best efforts to provide you with round-the-clock support, monitoring, fault reporting, and maintenance for our networks and systems at V-SAT. We will also offer warranty support for equipment provided by us, subject to the terms and conditions specified by the equipment's manufacturer. Please note that we will not perform maintenance on hardware problems for any equipment that was not supplied by us.

12. Terms Of Free Trial:

  1. The terms outlined in these Terms, along with any additional terms applicable to the use of the Services, shall govern the provision of the 'free trial facility' offered by us.

  2. We retain the discretion to grant a free trial facility to potential customers based on an evaluation of the specific service they are seeking and their individual needs. The duration of the free trial facility will be determined at our discretion and may vary from case to case.

  3. We will make our best efforts to process requests for the free trial facility within a period of 7 (seven) days from the date of receiving such requests from potential customers.

  4. We reserve the unconditional right to cancel or modify the free trial facility offered to you at any time, without prior notice.

  5. If we become aware of any activity that constitutes a violation of these Terms being conducted by you, we have the right to immediately terminate the free trial facility without prior notice to you.

  6. Regardless of the other provisions contained in these Terms, any liabilities arising from your use of the free trial facility will be solely and entirely your responsibility. Neither us nor our representatives will be liable for any claims, losses, damages, fines, penalties, fees, charges, costs, or expenses of any nature resulting from your use of the free trial facility (including use by your representatives).


  1. In any circumstance, the cumulative liability of ours, our affiliates, and our licensors, if any, for any losses or damages arising from claims, demands, or actions related to these Terms or the use of the Services, or any failure or delay in the delivery of the Services, shall not exceed the total fees paid by you for one month, as specified in an invoice issued by us for the month immediately preceding the month in which the event giving rise to the claim occurred. Except as specified in the Service Level Agreement, we shall bear no liability in case of any delays in rendering the Service.

  2. Under no circumstances shall we be liable to you for any special, indirect, incidental, punitive, exemplary, consequential, or reliance-based damages of any nature, including but not limited to compensation, reimbursement, or damages arising from or related to the use or loss of use of the Services, loss of profits, loss of goodwill, loss of data or content, costs associated with procuring substitute goods or services, subsequent or other commercial losses, or for any other reason whatsoever, whether based on contract or tort (including negligence or strict liability), even if we have been advised of the possibility of such damages.


  1. We assure that we will exert our best efforts to deliver the Services in accordance with our Service Level Agreement. Apart from this warranty, we disclaim all other warranties, whether expressed or implied, pertaining to the Services. These disclaimed warranties include, but are not limited to, implied warranties of merchantability, fitness for a specific purpose, title, and non-infringement, or any warranties arising from course of dealing, usage, or trade practices. We explicitly disclaim any warranty that the operation of the Service will be uninterrupted or error-free.

    Furthermore, we do not make any representations or warranties, and assume no liability, concerning the accuracy, reliability, privacy, security, authenticity, or completeness of data transmitted over the Internet. We are not responsible for any intrusion, virus, disruption, loss of communication, data loss, data corruption, or other errors or events arising from or introduced through the Internet or the servers used for providing the Services. It is your sole responsibility to implement adequate firewall, password, and other security measures to safeguard your systems, data, and applications from unauthorized intrusion, whether via the Internet or other means.


  1. For Infra Credit Prepaid Customers: If you are an Infra Credit Prepaid Customer, we will issue an invoice reflecting the amount equivalent to the funds deposited in your Customer Account for the purchase of infra credits. This amount will be subject to deductions for applicable taxes, including GST. It is your responsibility to continuously monitor your usage and maintain a positive balance of infra credits in your Customer Account. A negative balance of infra credits may result in the automatic suspension and/or de-provisioning of Services.

  2. For Other Customers: If you are not an Infra Credit Prepaid Customer, we will generate invoices based on the applicable billing period. You will be required to settle all fixed fees and charges detailed in the invoice, including Variable Usage Charges where applicable. Failure to remit payment by the due date specified in the invoice or reminder email may lead to the suspension or de-provisioning of the Services. We retain the right to modify or cancel the credit period, discounts, or raise prices without prior notice if payments are not received by the due dates, as determined at our sole discretion.

  3. You must provide accurate and up-to-date billing information in your Customer Account. Any changes to this information should be promptly communicated to us.

  4. Handling of Inactive Customers: In the case of Inactive Customers with prepaid infra credits, free credits, or coupons in their Customer Account, we reserve the right to invalidate these credits through the following process:

    We will send a notice via email to your registered email address, requesting you to utilize the credits within a specified timeframe. Failure to do so will result in the invalidation of these credits upon the specified period's expiry.

  5. Requested Changes to Invoices: If you wish to make changes to the particulars, services, or charges mentioned in an invoice raised by us, you should notify us via email at billing@vsatcloud.com within 7 (seven) days of receiving the invoice. Failure to communicate such amendments as specified within the 7-day timeframe via email may result in our discretion to refuse any amendments or issue credit notes as we deem necessary.

  6. Currency of Payment: All fees and charges for the Services shall be payable in the currency indicated on the invoice raised by us. Any foreign remittance charges (if applicable) shall be your responsibility.

  7. Price Revisions: We reserve the right to modify the prices of existing service plans, discontinue existing plans, or change their features at our discretion. If any changes affect your service plan or service fees, we will, to the extent feasible, notify you via email.

  8. Payment Methods: Payments should be made through direct transfer (NEFT/RTGS), cheque, or demand draft, payable to 'V SAT CLOUD NETWORK' and drawn in Hyderabad. We do not accept outstation cheques. Online payments can also be made through the 'MyAccount' section of your Customer Account using options such as net banking, credit cards, debit cards, standing instructions, or autopay on debit/credit cards. We, as a merchant, are not liable for any losses or damages resulting directly or indirectly from the rejection of authorization for any transaction on your bank account due to exceeding preset limits mutually agreed upon by us and our acquiring bank. All invoices are due and payable as per the due dates or credit terms specified in the invoice. Overdue and unpaid invoices will accrue interest at a rate of one and a half percent (1.5%) per month, starting from the due date until we receive the outstanding payment.

  9. Third-Party Payment Processors: We may use third-party payment processors or payment gateway partners to receive payments through the payment accounts linked to your Customer Account. The processing of these payments may be subject to the terms, conditions, and policies of the respective payment gateway partners, in addition to these Terms. You acknowledge that we are not responsible for the acts or omissions of the payment gateway partners.

  10. Legal Action for Unpaid Invoices: Failure to pay the amounts specified in invoices by their respective due dates allows us to take appropriate legal action in accordance with Applicable Law to recover outstanding dues. You will also be responsible for reimbursing us for any collection costs incurred by V-SAT, including legal fees paid to an attorney.

  11. Withholding of Amounts: If you are required by law to withhold any amount from payments due to us, you should remit such amount to the appropriate Government Authorities and promptly provide signed documentary evidence or certificates supporting such withholding. These documents should be sufficient for us to claim tax credit from the relevant Government Authorities on a quarterly basis for the full withheld amount. Note that TDS certificates should be uploaded for every quarter ending in June, September, December, and March, and must be shared with us by the 20th of August, November, February, and June, respectively. No TDS certificates for the previous financial year will be accepted if uploaded after the 30th of June of the current financial year. For example, certificates for the financial year 2020-21 should be uploaded no later than the 30th of June 2021.

    If you fail to submit the signed certificate or documentary evidence within the specified timelines, the entire withheld amount will be treated as a short payment on the respective invoice(s). You will be required to pay the withheld amount to us immediately upon the expiration of the aforementioned timelines for furnishing such evidence. Failure to either submit the signed TDS certificate or pay us the withheld amount allows us to suspend and/or de-provision the Services after sending you a notice via email.

  12. Refund of TDS Amount: We reserve the right to request you to pay the full invoice amount, along with applicable TDS (if any). You will have the right to claim a refund of the required TDS amount paid to us upon submitting the necessary signed TDS certificate(s) within the statutory timelines. If you fail to provide the duly signed TDS certificate required under Applicable Law within the statutorily specified timelines, we are not obligated to refund the TDS amount to you.

  13. GST and Other Taxes: All fees payable by you do not include goods and services tax ("GST"). We may charge GST and/or other taxes applicable to all payments required for our Services. Regardless of any exemptions or benefits you may be entitled to under Applicable Law, we have the right to include GST in our invoices, and you are liable to pay the entire amount by the specified due date.

  14. Valid GSTN: If you are registered under the GST regime, you must provide a valid GSTN in your Customer Account. If the GSTN provided by you is found to be inactive, canceled, or suspended at the time of invoice generation or during the filing of GST returns by V-SAT, we will remove the invalid GSTN. Services provided to you will be considered as provided to unregistered recipients. V-SAT will not be held liable for any loss of input credit or other losses incurred by you if you fail to update a valid GSTN in your Customer Account before invoice generation.

  15. Disruption in Banking Services: In case your payment on any invoice issued by us is not received due to disruptions in banking services for any reason, whether within or beyond your control, we have the right to suspend and further de-provision your services.

16. Confidentiality:

  1. You are required to ensure the security and confidentiality of V-SAT's Confidential Information. This entails employing protective measures that are at least as rigorous as those you employ to safeguard your own Confidential Information of similar value, and under no circumstances less than what would be considered reasonable care. You are strictly prohibited from using our Confidential Information for any purpose other than to fulfill your rights and responsibilities under these Terms, as explicitly outlined in these Terms.

17. Security & Disclosure of Customer Data:

  1. Security Measures: You are solely responsible for regularly applying security updates to your systems, including operating systems, web servers, databases, and any other software used on your servers or services. You should also maintain robust input validation practices for your web applications and, in general, encrypt protected data. Additionally, you must take reasonable security precautions to protect Customer Data stored on our cloud servers linked to your Customer Account. We will make our best efforts to implement reasonable and appropriate measures aimed at assisting you in securing your Customer Data against accidental or unlawful loss, access, or disclosure.

    However, it remains your responsibility to configure and use the Services correctly and to take your own measures to maintain adequate security, protection, and backup of your Customer Data. This may include utilizing encryption technology to safeguard your data from unauthorized access and regularly archiving your data. We do not guarantee the retention of any backups or archives of your Customer Data. Regardless of whether your use of the Services includes a V-SAT backup feature or functionality, you are solely accountable for the integrity, preservation, and backup of your Customer Data. To the fullest extent permitted by law, we shall bear no liability for any data loss, unavailability, or other consequences related to these responsibilities.

    We are not responsible or liable for making data available in cases of data loss due to hardware failure or any other reason. While we will make our best efforts to assist you in recovering your Customer Data in the event of hardware failure, our obligation is limited to providing you with an equivalent (replacement) compute node as soon as possible. If you have subscribed to a backup plan with us, we will aid you in restoring your Customer Data from one of the available recovery point objectives to the newly provisioned compute node, at your discretion, on a best-efforts basis.

  2. Disclosure of Customer Data: Despite having access to the servers allocated to you for using the Services, we do not, by default, maintain copies of Customer Data or logs of Customer activities on our platform or servers, unless expressly required by Applicable Law. Furthermore, we will not disclose Customer Data to any third party unless it is necessary for the purpose of delivering the Services to you or in response to a lawful order or demand issued by a Government Authority. We are not obligated to inform you of any such demand or order for the disclosure of your Customer Data or provide you with proof of such demand or order.

18. Suspension of Services:

  1. We have the discretion to suspend the Services, either wholly or partially, without incurring any liability if any of the following circumstances arise:

    1. You fail to make payment of the Fees/Charges by the due date or within the credit term specified in the invoice/reminder emails.

    2. You are an Infra Credit Prepaid Customer and your Customer Account runs out of infra credits.

    3. You or any of your End Users violate these Terms and/or the Company Policies.

    4. You do not reasonably cooperate with our investigation into suspected breaches of these Terms.

    5. We reasonably believe that our cloud platform has been accessed or manipulated by a Third Party without your or our consent.

    6. We reasonably believe that suspending the Services is necessary to protect our overall environment.

    7. You or any of your End Users breach the provisions outlined in Clause 8 and its sub-clauses.

    8. We are legally obligated to suspend the Services as a result of a subpoena, court order, or any other requirement under Applicable Law or an order from a Government Authority, whether in written or oral form.

    9. Your or your End User's use of or access to the Services poses a security risk to us, the Services, or any Third Party, or involves fraudulent activity.

    10. You have ceased your regular operations, made an assignment for the benefit of creditors, or initiated a similar asset disposition, or you have become subject to any insolvency, reorganization, liquidation, or similar legal proceeding.

  2. If we provide the servers, we reserve the right to limit access to Customer Data stored on our servers during any Service suspension. Whenever possible and within our reasonable discretion, we may provide you with advance notice of a suspension as outlined in this Clause and an opportunity to rectify the grounds for the suspension, unless we determine that a shorter or immediate suspension is necessary to safeguard our interests, protect our customers, or in response to a court order, judicial ruling, or Government Authority directive.

  3. In the event of a Service suspension according to Clause 18, to reactivate the Services, you will be required to make the following payments in addition to any outstanding invoice amount:

    1. Payment for invoices not yet due but already raised and sent to you.

    2. Any amounts withheld by you for TDS for which you have not yet provided satisfactory signed TDS certificates or supporting documentation.

    3. Reactivation fees, as determined by V-SAT in its sole discretion.

    4. Interest at a rate of one and a half percent (1.5%) per month on all overdue and unpaid invoices, calculated daily from the due date until the date of actual payment.

  4. You remain responsible for all incurred fees and charges up to the date of Service De-Provisioning, regardless of your actual usage or whether the servers were in a suspended state.

  5. We reserve the right, at our sole discretion, to disable your access to the Services, including access to Customer Data, as a result of the suspension of Services. We shall not be liable for any direct or indirect damages or losses you may incur due to such suspension.

  6. If you have multiple accounts, the suspension of Services under Clause 18.1 may lead to the suspension of access to all customer accounts at our discretion. Furthermore, if you hold multiple accounts, we may offset outstanding payments not made within the specified due dates in one V-SAT account with credit balances available in other V-SAT accounts.

  7. We may suspend the Services provided to you after providing notice if we suspect any link between your Customer Account and another suspended customer account as per Clause 18.1.

  8. Services suspended due to non-payment of outstanding dues will be reinstated only upon the receipt of the outstanding payment in our bank account. If you make the payment through an online payment gateway, it will be considered paid only when we receive the payment and obtain confirmation from the payment gateway. Failure to receive the payment and valid payment confirmation from the payment gateway may result in the suspension or revocation of Services, as applicable. You acknowledge that it may take up to 48 hours for Services to be properly reactivated following suspension if your access has been suspended.

  9. Consequences of Service De-Provisioning. In cases where we provide the servers, we retain the right to De-Provision all or part of the Services, including committed instances, at any time following their suspension due to non-payment of outstanding dues or other reasons as per Clause 18.1.

    It should be clarified that during the suspension and/or de-provisioning of services under the circumstances outlined in Clause 18.1, V-SAT reserves the right to suspend/de-provision all services, including committed instances and paid services. Moreover, no refunds will be issued to the Customer in the event of de-provisioning initiated by V-SAT pursuant to Clause 18.

    After De-Provisioning, the active subscribed services will be decommissioned, and all Customer Data on servers, including backups if any, will be permanently deleted and no longer accessible. Resources allocated to you will be released.

  10. In the event we take any action in accordance with this Clause, we shall have no liability towards you or any third party. Nothing herein shall prevent you from pursuing other remedies available by statute or permitted by Applicable Law.

19. Indemnification:

  1. You shall protect, indemnify, and hold harmless the Indemnified Parties against any and all Claims and/or Losses stemming from or connected to the following:
    1. Any violation of these Terms by you, your representatives, or End Users.

    2. Violation of the Company Policies or Applicable Law by you, your representatives, or End Users.

    3. Failure to make due payments for applicable taxes, including but not limited to GST, TDS, or any other taxes imposed by any Government Authority from time to time.

    4. A breach of security measures by you, your representatives, or any End User.

    5. Disputes that may arise between you and your End Users.

    6. Alleged infringement of Third-Party Intellectual Property Rights (IPRs) by the Customer Data. Your responsibility under this Clause 19.1 encompasses Claims arising from the actions or oversights of your employees, End Users, or any individual who gains access to the Services due to your failure to implement reasonable security measures.

20. Termination:

  1. If you wish to conclude or deactivate our Services, you must contact us at support@vsatcloud.com for manually provisioned services. For Services obtained through the Self-Service Portal, you can terminate or deactivate them by accessing your Customer Account on the designated support portal.

  2. Failure to make timely payments for any invoice(s) issued by us, as per the specified due dates in the invoice/reminder emails, or failure to remit the appropriate TDS to the relevant Government Authority without providing us with a duly signed TDS certificate within the statutory timelines, grants us the right to suspend and deactivate the Services.

  3. We reserve the right to terminate your access to the Services at our discretion, without prior notice, if we believe that you have employed the Services (a) in a fraudulent, unlawful, or abusive manner, (b) in a manner that breaches Applicable Laws, (c) in a material violation of these Terms, or (d) for any reason we deem that your use of the Services poses a risk to us, our Services, our resources, or other V-SAT customers. In the case of a breach of these Terms, we may, at our discretion, offer you an opportunity to rectify the breach. If you do not rectify the breach within the specified number of days as notified by us, or within 30 (thirty) days (if not otherwise specified), we retain the right to terminate the Services immediately.

  4. We may terminate the Services at our sole discretion, without prior notice, if you cease normal business operations, make an assignment for the benefit of creditors, or engage in a similar disposal of your assets, or if you become subject to insolvency, reorganization, liquidation, or a similar legal proceeding.

  5. Consequences of Termination: Upon termination of Services, we will erase all electronically stored data associated with you from our facilities, including all Customer Data and any backups, without incurring any liability towards you.

    If we are responsible for the servers, we retain the right to reformat, delete, deactivate, or remove any servers, whether virtual or physical, to free up resources for use by other V-SAT customers.

    You remain responsible for all fees and charges accrued until the date of service deactivation, regardless of your actual usage.

    You must promptly return or, if instructed by us in writing, securely dispose of all Confidential Information related to us in your possession.

    All provisions of these Terms that, by their nature, are intended to survive termination shall remain in effect.

  6. Data Handover: Following termination, we may, at our sole discretion, offer assistance in transitioning Customer Data to an alternative technology or cloud service provider, subject to additional charges and separately agreed-upon terms.

21. Proprietary Rights:

We or our licensors retain full ownership of all rights, titles, and interests in the Services, including the underlying software, as well as any related technology and intellectual property rights (IPRs). In accordance with these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and utilize the Services.

Additionally, you acknowledge that we may need to utilize your logo, trademarks, and entity name solely for the purpose of identifying you within our records, marketing materials, on the Website, and in our client database. By agreeing to this, you grant us the authorization to feature your name, logos, and trademarks in our client list, promotional content, marketing materials, and communications.

If you opt to offer feedback or suggestions concerning issues with the Websites and Services or propose modifications or enhancements ("Feedback"), you hereby provide us with an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free right to use the Feedback in any manner and for any purpose. This includes using it to enhance the Website and Services and to develop other products and services.

22. Miscellaneous:

  1. Entire Agreement: These Terms, along with the Company Policies and any other explicitly referenced documents, constitute the complete agreement between the parties concerning the subject matter herein. Additionally, the terms and conditions stated in any invoice or official written communications exchanged between you and us, including payment reminders and suspension notifications, are also legally binding on you.

  2. Force Majeure: We shall not be held responsible for delays or damages resulting from any act, omission, or delay caused by a Force Majeure Event. In the event of a Force Majeure Event, we reserve the right to immediately discontinue the Services if, in our judgment, we are unable to continue providing the Services as outlined in these Terms.

  3. Email Communication: You consent to receiving notices, agreements, disclosures, or other communications from us electronically via email, which will fulfill any legal communication requirements necessitating written documentation. You agree to accept such electronic notices from us, sent to the email address associated with your Customer Account at the time. You are responsible for ensuring that your Account's email address is accurate and up to date. Any email notice we send to that address will be considered effective upon transmission, regardless of whether you receive the email.

  4. Relationship of the Parties: The parties are regarded as independent contractors. These Terms do not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party, nor any of their respective affiliates, serves as an agent of the other for any purpose or possesses the authority to legally bind the other.

  5. Assignment: You may not assign, transfer, or delegate any of your rights and obligations under these Terms, either in full or in part, by operation of law or otherwise, without our prior written consent. We reserve the right to assign, transfer, or delegate our rights and obligations under these Terms without notice or consent.

  6. No Waiver: Neither party will be considered to have waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

  7. Severability: If any portion of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement will continue to be valid and enforceable.

  8. Non-Solicitation: You shall not, for any reason, directly or indirectly solicit our employees who are currently employed or engaged by us to leave their respective positions during the period in which you are using the Services and for a duration of 2 (two) years following the termination of Services.

  9. Governing Law: These Terms shall be governed and construed in accordance with the applicable laws of India. Subject to Clause 22.10 below, the exclusive jurisdiction for resolving any disputes arising from or related to these Terms shall rest with the courts in Hyderabad.

  10. Dispute Resolution: In the event of any dispute, claim, or controversy arising under or related to these Terms, such a dispute shall be settled through arbitration in accordance with the Arbitration and Conciliation Act, 1996. The dispute will be resolved by a sole arbitrator jointly appointed by the parties involved, and the arbitration proceedings will take place in New Delhi, India. The arbitration award shall be considered final and binding upon the Parties and enforceable in any competent court of law.