Terms & Conditions

BUSINESS AGREEMENT 1. DEFINITIONS Company means Tukar eco tech private limited d/b/a PETANGADY. Customer means any individual or an entity purchasing the provided services herein in this Agreement. Vendor means any individual or an entity that sells products, commodities, utilizing services to facilitate the Company herein in this Agreement. Competitor means any individual or an entity engaged or engaging in the similar business. 2. COMPANY'S SERVICES Subject to the terms of this Agreement, Company will provide Customer with use of Company's web-based, proposal management service accessed through the PETANGADY site (the “Services”). As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company's standard practices and consistent with industry standards. Company will provide technical support to Customer via telephone and electronic mail on weekdays during the hours of 9:00 am through 6:00 pm IST, with the exclusion of Company and National Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during support hours by emailing [email protected]. 3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to user name and user passwords) and files, and for all uses of Customer account or the Equipment. Customer shall not modify, reverse engineer, decompile or disassemble any of the Company's idea, software or any other tangible item disclosed under this Agreement. 4. VENDOR RESTRICTIONS AND RESPONSIBILITIES Vendor shall not under quote to customer and competitor with respect to Company's quote. Vendor shall not directly or indirectly sell or extend the services mentioned herein in this Agreement to the Customer or Competitor. Vendor shall not modify, reverse engineer, decompile or disassemble any of the Company's ideas, software or any other tangible item disclosed under this Agreement. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company by fifteen (15) working days after Vendor's receipt of the invoice. 4. CONFIDENTIALITY; PROPRIETARY RIGHTS Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data, including non-public data of Customer's clients, provided by Customer or its affiliates to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest, including intellectual property rights, in and to (a) software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed arising from Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein. 5. PAYMENT OF FEES Customer will pay Company the then applicable fees described in the Invoice for the use of software in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Customer must contact Company no later than 30 days after the initial billing statement in which any pricing error occurred, in order to receive an adjustment or credit. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company due upon Customer's receipt of the invoice. The Customer's non-payment of due and undisputed charges may result in termination of Service by the Company with twenty (20) days written notice to Customer. All payments shall be received by the company via Payment gateway partner. 6. TERM AND TERMINATION This Agreement commences on the Date of signing up the services of the Company offered via online and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable agreement, renewal of promotional or one-time priced subscriptions will be at Company's applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit pricing. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the software, and Customer shall delete, destroy, or return all copies of the software. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Sections 4 (Confidentiality; Proprietary Rights), 5 (Payment of Fees), 8 (Warranty and Disclaimer) and 10 (Indemnification) shall survive termination of this Agreement. 7. PUBLICITY Company may use Customers name and logo for marketing and promotions. 8. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the software in a manner which minimizes errors and interruptions in the Services and complies with the description of the functionality of the software provided by Company on its website, and shall perform the Services in a professional and workmanlike manner. Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AND IN COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AND ANY BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, PARTIES AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY. 10. INDEMNIFICATION 10.1 Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party or its agents, employees, contractors, subcontractors, or invitees. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers' compensation acts, disability benefit acts, or other employee benefit acts. This indemnity provision survives the Agreement. 10.2 Indemnification Procedure. Party seeking indemnification for any Claim will: (a) promptly notify the other party of the Claim; (b) grant the other party sole and absolute control of the defense and settlement of the Claim; and (c) provide the other party with all reasonable assistance, information and authority for the defense and settlement of the Claim. The Party will not stipulate, acknowledge, or admit fault or liability on the other party's behalf without the such Party's prior written consent. 10.3 Sole Remedy. THE FOREGOING ARE THE PARTIES SOLE AND EXCLUSIVE REMEDIES, FOR INDEMNIFICATION. 11. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. With the exception of legal notices, all notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent. All notices, including legal notices will be deemed to have been duly given if sent for next day delivery by recognized overnight delivery service at the addresses listed on the current Order Form; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the Indian laws without regard to its conflict of laws provision.