Terms and Conditions

 

 

This OneBook Cloud Platform License Agreement (the "Agreement") is made and entered into by and between OneBook and the entity agreeing to these terms ("Customer"). "OneBook" means either:-
 

  • 1. Divine IT Limited, F Haque Tower, Level-7, 107 Bir Uttam C.R. Datta Road, Dhaka-1205, Bangladesh, if Customer's billing address is in Bangladesh.

  • 2. MyCloudBazaar Marketplace Pvt.Ltd, 235, Tribhuwan complex, Ishwari Nagar Opp. New Friends colony, community center Mathura Road, New Delhi - 65, India, if Customer's billing address is in India. Or

  • 3. Divine IT LLC, with offices at 13139 Chandler Dr, Dallas, TX 75243,if Customer's billing address is in any country in the world other than those in India and Bangladesh.

 

This Agreement is effective as of the date Customer accepts the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Service. For an offline variant of this Agreement, you may- contact your country specific office indicated above for more information.

 

1.Service Clause

  • 1.1 Use of service.

  • Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by OneBook as part of the Services. Customer may not sublicense or transfer these rights.


  • 1.2 Facilities.

  • All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where OneBook processes and stores its own information of a similar type. OneBook has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.

  • 1.3 Accounts.

  • Customer must have an Account to use the Services, and is responsible for the information it provides to create the Account, it’s passwords for the Account, and for any use of its Account. If Customer becomes aware of any unauthorized use of its password, it’s Account, Customer will notify OneBook as promptly as possible.

  • 1.4 Modifications.

    • To the Services.
    • OneBook may make commercially reasonable updates to the Services from time to time. If OneBook makes a material change to the Services, OneBook will inform Customer, provided that Customer has subscribed with OneBook to be informed about such change.
    • To the Agreement. OneBook may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by OneBook, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. OneBook will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer’s primary point of contact; or (ii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, please stop using the Services. OneBook will post any modification to this Agreement to the Terms URL.

    1.5 New Applications and Services.

    • OneBook may, make new applications, tools, features or functionality available from time to time through the Services and

    • Add new services to the "Services" definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms

2. Service Specific Terms ( OneBook - GST Ready ERP) :

The following terms apply on the OneBook - GST Ready ERP:

  • 2.1. User Limitation: OneBook software packages allow minimum 1 and maximum 100 users in a single license identified by customer’s preferred hostname under OneBook cloud.net.

  • 2.2. Inventory Limitation: Each package has it’s inventory creation limit and OneBook may offer the option to add additional inventories based on customer’s preference which will cost extra charges.

  • 2.3. Party Limitation: Each package has its party creation limit and OneBook may offer the option to add additional parties based on customer’s preference which will cost extra charges.

  • 2.4. Feature Limitation: Every packages has it’s listed features on the website. OneBook reserves the rights to omit and add certain features on the website. Features may vary on country specific OneBook software.

  • 2.5. Access; Export of Data During the Term, OneBook will make available to Customer the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. To the extent Customer, in its use and administration of the Services during the Term, does not have the ability to amend or delete Customer Data (as required by applicable law), or migrate Customer Data to another system or service provider, OneBook will, at Customer’s reasonable expense, comply with any reasonable requests from Customer to assist in facilitating such actions to the extent OneBook is legally permitted to do so and has reasonable access to the relevant Customer Data.

3. Payment Terms.

  • 3.1 Free Trial Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.

  • 3.2 Online Billing.OneBook will issue an electronic bill to customer after the end of the free trial session. Customer may purchase the chosen package and will be responsible for all Fees up to the amount set in the Account and pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non- invoiced form of payment, OneBook will charge all Fees immediately at the end of the free trial period. If Customer elects to pay by invoice (and OneBook agrees), all Fees are due as forth in the invoice. Customer’s obligation to pay all Fees is non-cancellable. OneBook’s measurement of Customer’s use of services is final. OneBook has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by OneBook. If Customer wishes to change the service to a longer term package, they may do so by informing OneBook. If the customer do not inform OneBook of changing the service package or the terms during the renewal period, Onebook will not be liable for it.

  • 3.3 Taxes.
    • Customer is responsible for any Taxes, and Customer will pay OneBook for the Services without any reduction for Taxes. If OneBook is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides OneBook with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to OneBook, Customer must provide OneBook with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT/GST and the Customer is required to make a withholding of local VAT/GST from amounts payable to OneBook, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT/GST and the grossed up amount will be regarded as a VAT/GST inclusive price. Local VAT/GST amount withheld from the VAT/GST-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that OneBook will receive payment for its services for the net amount as would otherwise be due (the VAT/GST inclusive price less the local VAT/GST withheld and remitted to applicable tax authority).

    • If required under applicable law, Customer will provide OneBook with applicable tax identification information that OneBook may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse OneBook for) any taxes, interest, penalties or fines arising out of any miss-declaration by the Customer.

  • 3.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to OneBook, OneBook will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, OneBook will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of OneBook and will only be in the form of credit for the Services. Nothing in this Agreement obligates OneBook to extend credit to any party.

  • 3.5 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by OneBook in collecting such delinquent amounts. If Customer is late on payment for the Services, OneBook may suspend the Services or terminate the Agreement.

4. Customer Obligations

  • 4.1 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services.

  • 4.2 RThird Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.

  • 4.3 Documentation. OneBook may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.

  • 4.4 RCopyright Policy. OneBook provides information to help copyright holders manage their intellectual property online, but OneBook cannot determine whether something is being used legally or not without their input. OneBook responds to notices of alleged copyright infringement and terminates accounts of repeat infringer's according to applicable copyright laws.

5. Intellectual Property Rights; Use of Customer Data; Feedback.

  • 5.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and OneBook owns all Intellectual Property Rights in the Services and Software.

  • 5.2 Use of Customer Data. OneBook will not access or use Customer Data, except as necessary to provide the Services to Customer.

  • 5.3 Customer Feedback. If Customer provides OneBook Feedback about the Services, then OneBook may use that information without obligation to Customer, and Customer hereby irrevocably assigns to OneBook all right, title, and interest in that Feedback.

6. Technical Support Services

  • 6.1 By Customer Customer is responsible for technical support of its Applications and Projects.

  • 6.2 By OneBook. Subject to payment of applicable support Fees, OneBook will provide TSS to Customer during the Term in accordance with the TSS Guidelines. Certain TSS levels include a minimum recurring Fee as described in the "Fees" definition below. If Customer downgrades its TSS level during any calendar month, OneBook may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.

7. Deprecation of Services

  • 7.1 Discontinuance of Services. Subject to Section 7.2, OneBook may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.

  • 7.2 Deprecation Policy. OneBook will announce if it intends to discontinue or make backwards incompatible changes to the Services specified at the URL in the next sentence. OneBook will use commercially reasonable efforts to continue to operate those Services versions and features:

    • Required by law or third party relationship (including if there is a change in applicable law or relationship), or
    • Doing so could create a security risk or substantial economic or material technical burden.

    The above policy is the "Deprecation Policy."

8. Term and Termination.

  • 8.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated.

  • 8.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

  • 8.3 Termination for Inactivity. OneBook reserves the right to terminate the Services for inactivity, if, for a period exceeding 180 days, Customer: (a) has failed to access the Admin Console; (b) a Project has no active virtual machine or storage resources or an Application has not served any requests; and (c) no electronic bills are being generated.
    OneBook reserves the right to terminate the provision of the Service(s) to a Project upon 30 days advance notice if, for a period of 60 days (i) Customer has not accessed the Admin Console or the Project has had no network activity; and (ii) such Project has not incurred any Fees for such Service(s).

9. Termination for Convenience.

  • Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. OneBook may terminate this Agreement for its convenience at any time without liability to Customer.

10. Effect of Termination.

  • If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to OneBook are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

11. Representations and Warranties.

  • Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. OneBook warrants that it will provide the Services in accordance with the applicable SLA (if any).

12. Disclaimer.

  • EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONEBOOK AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. ONEBOOK AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER ONEBOOK NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

13. Limitation of Liability.

  • 13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ONEBOOK’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

  • 13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ONEBOOK’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO ONEBOOK UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  • 13.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

14. Indemnification.

  • 14.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify OneBook and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP.

  • 14.2 By OneBook. OneBook will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) OneBook’s technology used to provide the Services (excluding any open source software) or (b) any OneBook Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

  • If you have any questions or concerns regarding this Agreement, please contact us.