The following words and phrases have defined meanings:
- “Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with the subject entity.
- “User Data” means information relating to a person using Cimmra Services.
- “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
- “Customer Data” or “Your Data” means any data provided by Customer that Cimmra processes on behalf of Customer as a Data Processor in the course of providing Services.
- “Customer Personal Data” means Customer Data relating to person or entity (where entity’s information receives the same protection as Personal Data under applicable Data Protection Laws and Regulations).
- “Data Processing Addendum” (DPA) means the addendum governing the handling of customer data.
- “Documentation” means the online user guides, documentation, and help and training materials for the Cimmra Services, as updated from time to time, accessible at www.cimmra.com or other websites designated by Us.
- “Order Form” means an ordering document or online order or subscription activation specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering and submitting an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- “Processing” means any operation or set of operations which is performed upon Customer Data and Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
- “Services” means the Products and Services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial and made available online by Us, including associated offline and mobile components, as described in the Documentation. “Services” exclude Content and Third-party Applications.
- “Sub-processor means any Processor engaged by Cimmra, by a member of the Cimmra Group or by another Sub-processor.
- “Terms of Service” means this document, “Terms” would stand to mean all the terms covered in this document.
- "Cimmra" means the Cimmra Global Services Pvt ("Cimmra"), a body corporate registered under the Indian Companies Act, having its global headquarters at Trade Square, Unit No B-101, First Floor, Mehra Compound, Sakinaka, Andheri (E), Mumbai 400072 MH India or an Affiliate of Cimmra, as applicable.
2. Acceptance of the Terms
You must be of legal age and must represent a business organization to enter into a binding agreement and in order to accept the Terms of Service. If You do not agree to the Terms, do not use any of our Services. You can accept the Terms by checking a checkbox or clicking on a button indicating Your acceptance of the Terms, or by actually starting use of Our Services. Employees or affiliates of businesses offering Services that directly compete with any of Cimmra’s Services are expressly prohibited from accessing any Cimmra Services for competitive research or related activities.
3.1 Free Trial
We may offer new clients a once-only, limited-period of any Product for free Trial Use (“Trial”) as and when We deem suitable. You are under no obligation to acquire a subscription to use any paid Service as a result of Your subscription to Trial. However, Cimmra shall reserve the right to refer to You and the Entity you represent as one of the current Users of Cimmra during the period of such Trial and mention so in its marketing collaterals, sales pitch, webinars, website and other digital media content through Your name, that of the Entity you represent and/or its logo.
3.2 Beta Services
We may offer certain Services as closed or open beta Services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that We have the sole authority and discretion to determine the period for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial Services. You will be under no obligation to acquire a subscription to use any paid Service as a result of Your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to You. You agree that Cimmra will not be liable to You or any third party for any harm related to You, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
3.3 Paid User Subscriptions
Unless otherwise specified (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
Services such as Sourcing, Auction or other modules of Cimmra shall have subscriptions sized by number of events run and/or time period of validity, offered in various packaged combinations for selection and mentioned prices.
3.4 Free Editions
We may offer Free Services from time to time. Use of such Free Services is subject to the terms and conditions of this Agreement or a totally new set of Terms shared specifically for Free Services later. Please note that Free Services are provided to You without charge up to certain limits as described in the Documentation. Usage over these limits requires Your purchase of additional resources or Services. You agree that Cimmra, in its sole discretion, may terminate Your access to the Free Services or any part thereof.
4. Restrictions on Use
You shall not:
- Transfer or otherwise make available to any third-party the Services
- Provide any Service based on the Services without prior written permission
- Use any third-party links to sites without agreeing to their website terms and conditions
- Post links to third-party sites or use their logo, company name, etc. without their prior written permission or
- Use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another.
- Use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing”, “objectionable content” or unsolicited mass distribution of email.
We reserve the right to terminate Your access to the Services if there are reasonable grounds to believe that You have used the Services for any illegal or unauthorized activity without any refund of current subscriptions.
5. Obligations of User
You are responsible for obtaining access to the Internet and the respective equipment necessary to use the Services.
5.2 Sign up Obligations
You agree to:
- Provide true, accurate, current and complete information about Yourself as prompted by the signup process; and
- Maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.
If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if Cimmra has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Cimmra may terminate Your subscription and refuse current or future use of any or all of the Services. Legal proceedings with the strictest pressing of charges will be initiated in case any attempts with dubious or other means are found to have been carried out that can be detrimental to Our interests as per Cimmra’s point of view.
5.3 Transmitted Content
You agree to be solely responsible for the contents of Your transmissions through the Services.
5.4 Use of Extensions
When You enable a Cimmra extension that copies, modifies or displays Your data, when it can be reasonably inferred by You that this extension requires Cimmra to access, copy, distribute, store, transmit, or reformat Your data in order to perform the function enabled by the extension, You grant Cimmra rights to do so in order to provide You with the added functionality.
When You enable a Cimmra extension that connects to a third-party application or Service, You acknowledge that You agree to the third party’s terms of service, and grant Cimmra permission to access, copy, reformat, transmit, and to make available to the third party in question, any data required by said third party to render Services to You. You further indemnify Cimmra of any liability associated with the third-party’s access to, and use of data provided to it on Your behalf.
5.6 Secure use
You are responsible for the secure use of the Services. This includes securing Your account authentication credentials, protecting the security of Your data when in transit to and from the Services and taking any appropriate steps to securely encrypt or export any of Your data uploaded to the Services. You are additionally responsible for ensuring that You do not accidentally make any private content publicly available.
You agree to use commercially reasonable efforts to prevent unauthorized access to or use of Services, and to notify Us promptly of any such unauthorized access or use.
5.7 Legality of data
You shall be responsible for the accuracy, quality, and legality of Your Data and the means by which You acquired Your data.
5.8 Compliance with local laws
You agree to use Services only in accordance with the documentation and applicable laws and government regulations.
5.9 Other Users compliance
You are agreeing on behalf of Your business organization that You will be responsible for the compliance of other Users on the account with this agreement.
If any Users on Your subscription violate the terms of this agreement, Cimmra may terminate Your subscription and refuse the current or future use of any or all of the Services and forfeit Your subscription charges.
6. Obligations of Cimmra
Cimmra will maintain administrative and technical safeguards for the protection of the security, confidentiality, and integrity of Your Data. Those safeguards will include, but are not limited to measures for preventing access, use, modification or disclosure of Your data by our personnel, except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below, or (c) as expressly permitted in writing by You.
6.2 Privacy of User Data
6.3 Privacy of Customer Data and Personal Data
Where Your use of Services includes the processing of Customer Personal Data as described in the DPA, the terms of the data processing addendum (“DPA”) shall apply to such processing (contact Cimmra to sign DPA), and shall be incorporated into this Agreement from the date that You sign the DPA in accordance with the instructions therein.
We will use commercially reasonable efforts to make the online purchased Services available 24 hours a day, 7 days a Week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), Infrastructure or Internet service provider failure or delay, Non-CimmraApplication, or denial of service attack.
7. Fees, Payments, Cancellations, & Refunds
7.1 Automatic renewal & Fee revision
If You activate the paid subscription after Your free trial period ends, and at the end of each Service subscription period, subscriptions are automatically renewed and payment is processed using the payment method entered in the Cimmra Services Billing section. We reserve the right to modify Our subscription fees and to also charge for the use of Services that are currently available free of charge.
7.2 Fees are non-refundable
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage for Services, (ii) for Services with validity periods, Services not used during the specified period of validity shall be rendered unusable unless renewed with a new subscription, and (ii) payment obligations are non-cancelable and fees paid are non-refundable.
7.3 Invoicing and Payment Details
Fees will be invoiced monthly/annually in advance and otherwise, in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due right on the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
7.4 Payment by credit card or PayPal
If You are paying by credit card or PayPal, You authorize us to charge Your credit card or bank account or PayPal account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of Your payment information to such third party. Any subscription to Service will start or resume on receipt of clear credit in Our bank account by the means of payment chosen by you and cease to be available immediately upon expiry of validity/consumption of usage credits, unless payment grace period is extended to You.
For payments towards future periods, if a refund request is made within 10 days of payment, Cimmra will offer a full refund provided and only if no usage of Service is established. In any other case, refunds will not be issued. Payments towards migration Services, kickstart Services, training service fees are non-refundable after the service has started.
7.6 Payment Retries and Account Suspension
If Cimmra is not able to process payment for an invoice, Cimmra will retry for the next remaining days of any payment grace period. If payment is not received within this period, Cimmra will put the account in the suspended state, for the next 15 days. To re-activate Your account, You can simply pay the outstanding invoice(s). If Your account has not been activated within 75 days of suspension, Your instance will be deleted. An archive will be available for another 30 days.
You can discontinue this subscription at any time through the aforementioned Cimmra Services Billing section. Cancellations that are made prior to the end of any subscription period will stop the automatic renewal of Your Cimmra Services subscription at the end of the subscription period. Your account will remain active until the end of the subscription period that has already been paid for.
7.8 Backup and Restoration
If Your paid account has been closed and if any archive is available, to restore from the archive, a US$100.00 account restoration fee will apply in addition to any unpaid invoices for any grace credits used.
For paid accounts, We automatically back Your Cimmra Services instance data up every day and keep backups for a rolling 90 days. In the event that Your Cimmra Services data is undesirably lost or modified, You can ask us to replace Your current Cimmra Services data with one of those backups for a US$100.00 fee per request, by emailing us at firstname.lastname@example.org and including the reason for the request and the date of the backup that You'd like restored to Your instance. Restorations erase any new Cimmra Services data created, and revert any changes made to existing Cimmra Services data or settings made after the date of the backup that was restored.
7.9 Payment Disputes
Cimmra will review and respond to payment disputes submitted to the email@example.com address. However, We will not exercise our rights under the “Payment Retries and Account Suspension” section above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
7.10 Sales Tax
All fees are exclusive of taxes, which We will charge as applicable. You agree to pay any taxes applicable to Your use of the subscription service and other Services.
7.11 Future Functionality
You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
8. Subscription Term, Termination, & Suspension
8.1 Term and Renewal
Your initial subscription period will be specified in Your Order, and Your subscription will automatically renew for the shorter of the subscription period or one year. To prevent a renewal of the subscription, You must cancel the subscription. If You add products during the Subscription Term, the fees for these additional products will be prorated and they will renew along with Your subscription unless otherwise indicated in Your Order.
8.2 Suspension and Termination of Paid Accounts
We may suspend Your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to firstname.lastname@example.org within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate Your user account on Your request. In addition, We reserve the right to terminate Your user account and deny the Services upon reasonable belief that You have violated the Terms and to terminate Your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in Your user account such as Your e-mail address and password and deletion of all data in Your user account.
8.3 Suspension and Termination of Free Services
We may suspend, limit, or terminate Free Services that we provide at any time without notice. If you don't log into your account for 90 days, we deem your account "inactive" and reserve the right to terminate your account and delete your users and data.
9. Data Ownership
9.1 Data Ownership
We respect Your right to ownership of content and data created or stored by You. You own the content created or stored by You. You hereby grant Cimmra express permission to access, copy, store, reformat, the content of Your user account solely as required for the purpose of providing the Services to You.
You also hereby agree and consent that, Your use of the Services grants Cimmra or any of its partners the license to use, reproduce, adapt, modify, publish or distribute information that You and your business entity are users of Cimmra Services along with details of your organization and logo for Cimmra’s commercial, marketing or any similar purpose.
9.2 Sample files and Applications
10. Communications from Cimmra
The Service may include certain communications from Cimmra, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide You total privacy, We also provide You the option of opting out from receiving commercials and newsletters from us. However, You will not be able to opt-out from receiving service announcements, administrative messages as well as product update and release information.
11.1 Confidential Information
Your Confidential Information includes Your Data; Our Confidential Information includes our Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
11.2 Protection of Confidential Information
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
11.3 Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
12. Customer Data Storage and Deletion Policy
With respect to Customer Data, DPA which is hereby incorporated by reference shall apply and the parties agree to comply with terms defined in DPA. For the avoidance of doubt, Cimmra is a Data Processor, which process the data on behalf of the Customer ("Data Controller").
12.1 Trial Accounts
If a paid subscription is not created within 12 days after Your trial is completed, We reserve the right to delete the trial account and all associated trial data at or beyond the 12-day mark.
12.2 Paid Accounts
Data in Paid Accounts that are cancelled or with payment overdue: if for any reason We are unable to successfully bill Your preferred payment method, We reserve the right to suspend access to Your account within 10 days of the failed billing attempt, and to delete Your account, users, and all associated data within 90 days of the first failed billing attempt.
12.3 Forever Free Accounts
If You don’t log in to Your account for 90 days or more, We reserve the right to treat Your account as “inactive” and permanently delete Your account and all data associated with it.
13. Referral Programs
Cimmra may make available, at its discretion, participation in referral programs that reward participants for referring clients to Cimmra. By participating in these programs, You agree to keep confidential all program related materials, terms, details, and agreements, except where expressly granted by Cimmra. Additionally, any referral links provided by Cimmra for the purposes of this program may not be passed through any tools that shorten, modify, or track links in any way. Links may additionally not be transferred, sold, or made available to the general public unless expressly permitted by Cimmra. If users are found to have engaged in practices that violates these terms, Cimmr amay rescind access to the referral program, and revoke all rewards earned through the program.
14. Modification of Terms of Service
We may modify the Terms upon notice to You at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the Website terms-of-service. You may terminate Your use of the Services if the Terms are modified in a manner that substantially affects Your rights in connection with the use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be Your agreement to the amended Terms.
The names Cimmra, Cimmra eProcurement Suite, Cimmra ePS and product Logos are registered trademarks and under copyright of Cimmra Global Services Pvt Ltd, India. You agree not to display or use, in any manner, the Cimmra trademarks, without Cimmra’s prior consent.
16. Disclaimer of Warranties
You expressly understand and agree that the use of the services is at your sole risk. The services are provided on an as-is-and-as-available basis. Teckraft expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, The implied warranties of merchantability and fitness for a particular purpose. Teckraft makes no warranty that the services will be uninterrupted, timely, secure, or virus-free. use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from Teckraft, It's employees or representatives shall create any warranty not expressly stated in the terms
17. Limitation of Liability
17.1 Limits to Liability
In no event shall the aggregate liability of teckraft and its affiliates to you and your affiliates in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit your and your affiliates’ payment obligations under the “fees and payment” section above.
17.2 Exclusion of Consequential and Related Damages
You agree that teckraft shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if teckraft has been advised of the possibility of such damage. The foregoing disclaimer will not apply to the extent prohibited by law.
You agree to indemnify and hold harmless Cimmra, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to Your use of the Services, except where such use is authorized by Cimmra.
19. Governing Law, Jurisdiction, Arbitration, and Notices
19.1 Governing Law and Jurisdiction
This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Karnataka, India. The parties agree that Bangalore, India will be the venue of any dispute and will have jurisdiction over all parties.
If a dispute arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by any recognized Arbitration Association under its Commercial Mediation, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
19.3 Manner of Giving Notice.
All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant administrators designated by You.
Notices should be sent to:Email:
Billing Queries: email@example.com
General Counsel: firstname.lastname@example.org
To reach by mail:
Teckraft Infosolutions Pvt Ltd, Trade Square, Unit No B-101, First Floor, Mehra Compound, Sakinaka, Andheri (E), Mumbai 400072 MH India
20. End of Terms of Service
Contact us for any queries pertaining to this agreement. Reach us at email@example.com