General Terms and Conditions
This Agreement (“Agreement”) is between the individual or legal entity (“Customer”/ ”First Party”) using, purchasing and/or opening an account for Services provided by Bijoy Online Limited and Swadeshi Communications and its third party suppliers as (“Service Provider” / “Second Party”).
Please read this Agreement carefully before installing, accessing, and/or otherwise using Services. By installing, accessing, and/or otherwise using Services, Customer agrees to be bound by this Agreement. Please maintain a copy for Customer’s records. If you are under 18, or if you are considered a minor in your country or Bangladesh, region or state, you must obtain the consent of your parent or legal guardian before accessing, registering or otherwise using Service Provider’s products.
Core Service and Delivery:
The platform is developed by Service Provider to provide video conference and data management solution.
The Customer will avail the video conference service along with data management service and payment processing service from the Service Provider to deliver service/advice/instruction to their (customer’s customer) consumer. Service Provider (“Second Party”) will not be responsible for any advice/service/instruction given by first party /customer to their counter part who are not direct customers of first party/service provider.
The Service Provider will handle online payment of its customer (First Party) and may charge agreed upon commission/service fees.
If there is any claim (through banking/financial channel) from customer’s (First Party’s) customer on non-delivery of service due to technical problem of service provider (second party), the service provider may refund the fee/charges to customer’s (First Party’s) customer through Banking Channel without any notice to customer (First Party).
For any dispute clamed from customer’s (First Party’s) customer (through banking/financial channel) on non-delivery of service by the customer (First Party), the service provider (second party) may ask for channal/service delivery proof from the customer (First Party) and on service provider (second party) jurisdiction they may or may not refund (through banking/financial channel). The decision of service provider (second party) will be final on any clam issue.
This Agreement governs the purchase and use of audio, video and web conferencing services and related products and services of Bijoy Online Limited, Swadeshi Communications and its third party suppliers (“Third Party Services”) (Bijoy Online Limited and Swadeshi Communications and Third Party Services are referred to collectively as the “Services”). The Service Provider may alter, expand, or reduce the features of the Services from time to time without notice to Customer. Customer agrees that The Service Provider’s obligation to provide Services is conditioned upon Customer providing all information and assistance reasonably required to perform the Services, and Customer hereby agrees to timely provide all such information and assistance. If provided, The Service Provider reserves the right to reclaim any dial-in numbers. Customer acknowledges that not all Services can be guaranteed from all locations including, but not limited to landlines, mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions. For the purpose of this Agreement, the term contract (“Contract”) refers to any Subscription Service Agreements or Service Agreements provided by The Service Provider.
The Term of this Agreement (“Term”) shall remain in effect until terminated in accordance with the provisions of this Agreement. The Term of a Contract is the period of time beginning at the Effective Date and continuing for the length of time ordered by Customer, including any applicable auto renewal periods. Terms always end on the last day of a month and are billed on the first of a month. “Effective Date” means the date the Services ordered by Customer are available for use by Customer.
1a. Termination Of The Agreement
Either Customer or the Service Provider may terminate this Agreement at any time for convenience upon notice to the other party. Termination of said Agreement in no way supersedes Terms agreed upon within a Contract between Customer and The Service Provider. The termination of any Contract shall not otherwise effect the Term of this Agreement or any other Contract.
This Agreement may be terminated by the non-breaching party upon a material breach by the other party of a material provision of this Agreement and such breach is not cured within seven (07) days after notice or within ten (03) days after notice, if the breach is a payment breach. Customer shall pay for: (a) all Services rendered up to the date of termination; and (b) any minimum shortfall or future amounts due under this Agreement.
1b. Effect Of Termination
All terminations by Customer require a minimum of two (2) business days to process, following the Service Provider’s receipt of proper termination notice from Customer. Once accepted, depending on service selected and the date termination notice becomes effective, the termination will become effective either (a) the last business day of the calendar month or (b) within two (2) business days of termination notice. In the event that Customer terminates this Agreement or if the Service Provider terminates for any reason provided in Section 1a above, Customer remains responsible for any and all fees and charges due and incurred for the month during which the termination occurs and will not be entitled to any partial month credits or refunds of any kind.
1c. Acceptable Use
In order to keep our Products, Software, and Services up and running we need to avoid misuse and/or abuse of them. In this section we describe what would be considered as misuse and abuse. We also reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if it’s something that is not expressly forbidden. In other words, if you do something that isn’t listed here verbatim, but it looks like something that should be listed here, we may still remove it.
Service Provider do not hold any liability of any information, advice given to the client’s customer, clients or any party with whom the client make communications.
- Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with The Service Provider or any third party)
- Using the Services to violate the privacy of others, including publishing or posting other people’s private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our Services
- Using our Services to stalk, harass, or post direct, specific threats of violence against others
- Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws)
- Accessing or searching any part of the Services by any means other than our publicly supported interfaces (for example, “scraping”)
- Using meta tags or any other “hidden text” including The Service Provider’s or our suppliers’ product names or trademarks
- Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services
- Tampering with, reverse-engineering, or hacking our Services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Services, related systems, networks, or data
- Modifying, disabling, or compromising the integrity or performance of the Services or related systems, network or data
- Deciphering any transmissions to or from the servers running the Services
- Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
- Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser
- Exceeding the Fair Usage Limits for any given Service as described in its corresponding documentation
- Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the Services were designed.
- Posting, uploading, sharing, submitting, or otherwise providing content that:
- Infringes The Service Provider’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right
- You don’t have the right to submit or against the law of the country or violate social norms.
- Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful
- Encourages illegal or tortious conduct or that is otherwise inappropriate
- Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
- Contains viruses, bots, worms, scripting exploits, or other similar materials
- Is intended to be inflammatory
- Could otherwise cause damage to The Service Provider or any third party
- In this Acceptable Use section, the term “content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the Services and (2) any other materials, content, or data you provide to The Service Provider or use with the Services. Without affecting any other remedies available to us, The Service Provider may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if The Service Provider (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
1d. Fair Usage
Each Conference Service is subject to a Fair Usage limit. For audio conference prepaid plans the Fair Usage Limit is selected package. For video and web conferencing Services the Fair Usage Limits include Port Speed of 0.5 Mbps and Traffic of 5 GB/Month, both applied on a contracted concurrent user basis. The Port Speed and Traffic limits are not hard limits, and are temporarily burstable to within +10%. Beyond 110% we impose hard limits, meaning additional connections will be rejected. If you utilize the burst capacity on more than 5 separate days within a 30-day timeframe, you will have exceeded the Fair Usage Limits. All audio, video, and web Conference Services are set up with an identified named host/moderator/leader. The host/moderator/leader is not to share the credentials necessary to host, moderate, or lead a conference meeting without the participation in said meeting of the named host/moderator/leader of the Service being utilized. If any of these limits are exceeded, the Service Provider will contact you to discuss the possibility of additional fees, purchasing additional Services to meet the Customer’s need, or may immediately terminate the Customer’s use of the Services.
- Payments, Rates, Charges And Taxes
2a. Payments And Charges
The Service Provider will invoice Customer electronically free of charge or via paper invoice for a fee. Customer agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. Invoices not paid on a timely basis may be subject to interest or late fees. Customer must notify The Service Provider of any disputed charges within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and The Service Provider will not be subject to making adjustments to charges or invoices. Customer acknowledges and agrees that: all Services are charged the applicable rate, including all taxes, fees, and surcharges.
2b. Price Changes
Customer acknowledges and agrees that rates are subject to change at any time without The Service Provider providing specific notice to customer. Customer therefore agrees to carefully review each invoice prior to making payment and to notify The Service Provider of any rate disputes within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such rates and to have waived any rights to dispute them if not raised within thirty (30) days from the date of the invoice.
2c. Unpaid Charges
In the event charges due are not timely paid in full for any reason, The Service Provider shall have the right to suspend Services until such time as all charges and applicable interest amounts and/or late fees have been paid. Such suspension shall not relieve Customer of any payment liability. The Service Provider reserves the right to reinstate Services only upon satisfactory assurance of Customer’s ability to pay for Services. Customer agrees to reimburse The Service Provider for any costs, expenses, or fees expended by The Service Provider in connection with any collection efforts against Customer, including reasonable attorneys’ fees.
2d. Credit Card Payments/Mobile Banking/Internet Banking Payment
Customer agrees to make payment via valid credit card and further agrees that such credit card may be charged after the date the invoice is issued to Customer without any further Customer consent.
Client’s allow the the Service Provider will take payment on behalf of Client from his/her/company’s/their customers. During the process, it will follow standard charging of Bank Processing Fees and will follow standard refund policy of the Bank.
- Taxes, Fees And Surcharges
In addition to the rates for the Services, Customer shall pay all applicable fees, surcharges, and taxes now or hereafter attributable to the Services and included on Customer’s invoice.
Where permitted by the Service Provider, at its sole discretion and subject to Customer meeting all pre-conditions identified or communicated to Customer for the upgrade to Customer, Customers may upgrade subscription or plan Services. Nothing herein shall be deemed to require the Service Provider to permit and/or allow any upgrades. For the avoidance of doubt, Customer shall remain responsible for all fees and charges due and incurred for services provided under an existing subscription or plan Services through the upgrade effective date and is not and will not be entitled to any partial month’s credits or refunds of any kind as a result of the upgrade. After any upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, any overages.
Subject to Customer’s compliance with the terms and conditions of this Agreement and any Contracts, if executed, The Service Provider hereby grants Customer a non-exclusive, non-sub-licensable, and non-transferable license during the applicable Term to use the Services. Except as specifically set forth herein, The Service Provider or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, applications or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software or applications related to the Services. Customer, Agents, and Resellers may not resell the Services.
Customer may not use the Services in an attempt to or in conjunction with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. All rights not expressly granted by the Service Provider are hereby reserved. Customer agrees that it will not take any action to interfere with the Service Provider’s ownership of or rights in the Services. The Service Provider is under no obligation to provide Customer with any error corrections, updates, upgrades, bug fixes and/or enhancements. Customer agrees that (except as otherwise provided in this Agreement) it will not: (i) reproduce, republish, display, frame, download (except as expressly authorized herein), distribute, or transmit the Services; (ii) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to the Services; (iii) modify or create any derivative works based on the Services, including customization, translation, or localization unless otherwise directed by the Service Provider; (iv) copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any Services or files, or parts thereof, included as part of the Services; (v) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Services, or in any way ascertain, decipher, or obtain the communications protocols for accessing the Services, or the underlying ideas or algorithms of the Services; (vi) create or use any Services other than that authorized by the Service Provider to access the Services; (vii) attempt to gain unauthorized access to the Services or to any account, application, platform, computer system or network associated with the Services; (viii) use the Services in any way that violates this Agreement, or any other agreements to which Customer is a party, or any law; (ix) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Services or associated with the Services; (x) post, transmit, redistribute, upload, or promote any materials that (a) violate or infringe in any way upon the rights of others, including without limitation copyrights and trademarks, (b) contain corrupted files, viruses, or any other similar Services files the intent of which is to damage the operation of another’s computer or the Services, (c) are unlawful, threatening, harassing, abusive, defamatory or invasive of privacy or publicity rights, (d) contain any unsolicited advertising, promotional materials, or other forms of solicitation to other Customers, individuals or entities, (e) encourage conduct that would constitute a criminal offense, or (f) give rise to civil liability; or (xi) undertake any conduct that, in the judgment of the Service Provider, intentionally restricts or inhibits any other user from using or enjoying the Services. Customer will have sole responsibility for the adequate protection and backup of its data and/or equipment used with the Services.
- Responsibility For Customer’s Accounts
Customer is responsible for maintaining the confidentiality of Customer’s accounts, dial-in numbers(future scope), conference passcodes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer’s accounts whether or not authorized by Customer. The Service Provider does not sell products or services for children. Customer will not allow children under 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify The Service Provider of any unauthorized use of Customer’s account of which Customer become aware.
6b. Your Data
“Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Services. You will retain all right, title and interest in and to Your Data in the form provided to The Service Provider. Subject to the terms of this Agreement, you hereby grant to The Service Provider a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Services to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you direct or enable through the Services. The Service Provider may also access your account or instance in order to respond to your support requests.
You must ensure that your use of the Services and all Your Data is at all times compliant with our Acceptable Use and all applicable local, state laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to The Service Provider and to grant the rights granted to The Service Provider in this Agreement and (ii) Your Data and its transfer to and use by The Service Provider as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. The Service Provider assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
- Responsibility For Communications
Customer is the sole owner of content and solely responsible for the content of all communications (video, visual, written or audible) using Customer’s accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages The Service Provider’s property and/or reputation or interferes with or disrupts The Service Provider’s system or other users. Although The Service Provider is not responsible for any such communications, The Service Provider may suspend any such communications of which The Service Provider is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that The Service Provider has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer’s compliance with the above and does not control Customer’s content nor guarantee the accuracy, integrity, security or quality of Customer’s content.
8. Privacy And Data Use
8a. What We Collect
We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.
Information You Provide To Us
We collect information about you when you input it into the Services or otherwise provide it directly to us.
Account And Profile Information
We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services. For example, you provide your contact information and, in some cases, billing information when you register for the Services. You also have the option of adding a user name, profile photo, job title, and other details to your profile information to be displayed in our Services. We keep track of your preferences when you select settings within the Services. Content you provide through our products: The Services include the products you use, where we collect and store content that you upload, send, receive and share. This content includes any information about you that you may choose to include. Examples of content we collect and store include: the name and details of a meeting you create along with names and emails of people you invite to it; the messages you exchange with other users in the Account Center or via the meeting chat; sharing your screen or your video and audio to others in a meeting and recording it; and any feedback you provide to us. Content also includes the files and links you upload to the Services.
Content You Provide Through Our Websites
The Services also include our websites owned or operated by us. We collect other content that you submit to these websites, which include social media or social networking websites operated by us. For example, you provide content to us when you provide feedback or when you participate in any interactive features, surveys, contests, promotions, sweepstakes, activities or events.
Information You Provide Through Our Support Channels
The Services also include our customer support, where you may choose to submit information regarding a question or problem you are experiencing with a Service. Whether you designate yourself as a technical contact, open a support ticket, speak to one of our representatives directly or otherwise engage with our support team, you will be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue.
We collect certain payment and billing information for paid Services. For example, we ask you to designate a billing representative, including name and contact information. We (Service Provider) to not save any card or financial data.
Information We Collect Automatically When You Use The Services
We collect information about you when you use our Services, including browsing our websites and taking certain actions within the Services.
Your Use Of The Services
We keep track of certain information about you when you visit and interact with any of our Services. This information includes the features you use; the links you click on; the type, size and filenames of attachments you upload to the Services; frequently used search terms; and how you interact with others on the Services. We also collect information about the teams and people you work with and how you work with them, like who you collaborate with and communicate with most frequently.
Device And Connection Information
We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Service experience. How much of this information we collect depends on the type and settings of the device you use to access the Services. Server administrators can disable collection of this information via the configuration settings or prevent this information from being shared with us by blocking transmission at the local network level.
Information We Receive From Other Sources
We receive information about you from other Service users, from third-party services, from our related companies, and from our business and channel partners.
Other Users Of The Services
Other users of our Services may provide information about you when they submit content through the Services. For example, you may be mentioned in a meeting invitation, in a live meeting or in a recorded meeting. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may enter your contact information when they set up an account on your behalf for you to use the Service.
8b. How We Use Information We Collect
How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.
To Provide The Services And Personalize Your Experience
We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services. For example, we use the name and picture you provide in your account to identify you to other Service users. Our Services also include tailored features that personalize your experience, enhance your productivity, and improve your ability to collaborate effectively with others. We may use your email domain to infer your affiliation with a particular organization or industry to personalize the content and experience you receive on our websites. Where you use multiple Services, we combine information about you and your activities to provide an integrated experience, such as to allow you to find information from one Service while searching from another or to present relevant product information as you travel across our websites.
For Research And Development
We are always looking for ways to make our Services smarter, faster, secure, integrated, and useful to you. We use collective learnings about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. In some cases, we apply these learnings across our Services to improve and develop similar features or to better integrate the services you use. We also test and analyze certain new features with some users before rolling the feature out to all users.
To Communicate With You About The Service
We use your contact information to send transactional communications via email and within the Services, including confirming your purchases, reminding you of subscription expirations, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. We send you email notifications when you or others interact with you on the Services, for example, when you are invited by another user to their meeting, we send you an email invitation with instructions on how to join that meeting. We also send you communications as you onboard to a particular Service to help you become more proficient in using that Service. Some of these communications are part of the Services and in those cases you cannot opt out of them. If an opt out is available, you will find that option within the communication itself.
To Market, Promote And Drive Engagement With The Services
We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you, including by email and by displaying our ads on other companies’ websites and applications, as well as on platforms like Facebook and Google. These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We also communicate with you about new product offers, promotions and contests. You can control whether you receive these communications as described below under “Opt-out of communications.”
We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.
For Safety And Security
We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.
To Protect Our Legitimate Business Interests And Legal Rights
Where required by law or where we believe it is necessary to protect our legal rights, interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.
With Your Consent
We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.
8c. Children’s Information
THE SERVICE PROVIDER is committed to protecting the privacy needs of children and we encourage parents and guardians to take an active role in their children’s online activities. THE SERVICE PROVIDER does not knowingly collect information from children under the age of 16 and THE SERVICE PROVIDER does not target its websites to children under 16. If we determine that an individual under the age of 16 has submitted information to a THE SERVICE PROVIDER website, we will delete the information immediately.
We are committed to protecting Your Data.. In order to prevent unauthorized access or disclosure, we have put in place suitable, physical, industry-standard, electronic and managerial procedures to safeguard and secure Your Data. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. We recommend you take every precaution in protecting Your Data when you are on the Internet. For example, change your passwords often, use a combination of letters and numbers when creating passwords, and make sure you use a secure browser.
8e. Your Rights
In some countries and in particular if you reside in the European Union, you have the right to ask us of a copy of your personal information; to correct or to delete or restrict (stop any active) processing of your personal information and to obtain the personal information you provide to us with your consent in a structured, machine readable format.
In addition, if you reside in the European Union, you can object to the processing of your personal information in some circumstances (in particular, where we don’t have to process the data to meet a contractual or other legal requirement, or where we are using the data for direct marketing).
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any The Service Provider Technology and any performance information relating to the Products shall be deemed Confidential Information of The Service Provider without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product and Services.
- Third Party Vendor Products
The Service Provider or third parties may from time to time make available to you third-party products or services, including but not limited to add-ons and plugins as well as implementation, customization, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. The Service Provider does not warrant or support non-The Service Provider products or services, whether or not they are designated by The Service Provider as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with The Service Provider Products, you acknowledge that The Service Provider may allow the vendors of those products and services to access Your Data as required for the interoperation and support of such add-ons with The Service Provider Products. The Service Provider shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party add-on vendors.
Customer authorizes The Service Provider’s monitoring including recording of calls for the purposes of quality assurance and Customer further consent to The Service Provider’s use of automatic dialing equipment to contact Customer. Customer may not assign this Agreement or any Contract to any other person or entity without The Service Provider’s prior written approval, but nothing restricts The Service Provider’s ability to assign this Agreement or any Contract or subcontract the Services hereunder.
At our request, you agree to provide a signed certification that you are using all Products and Services pursuant to the terms of this Agreement, including Acceptable Use and Fair Usage. You agree to allow us, or our authorized agent, to audit your use of the Products and Services. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you are in breach of this Agreement. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed Fair Use Limits, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to The Service Provider at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
- Governing Law; Exclusive Forum; Jurisdiction
This Agreement shall be construed in accordance with the laws of the state of Peoples Republic of Bangladesh without regard to the conflict of laws.
- Force Majeure
The Service Provider will not be held responsible for any delay or failure in performance of any part of this Agreement if and to the extent that such delay or failure is caused by: fire, flood, lightening, explosion, war, act of terrorism, strike, embargo, labor dispute, government requirement, civil or military authority, act of God or nature, inability to secure materials or transportation facilities, act or omission of third party carriers or suppliers, act or failure to act of any Governmental authority, computer viruses or worms, computer sabotage, ‘Denial of Service’ attacks, DNS spoofing attacks and/or other hacking attacks of a similar nature, or any other causes beyond The Service Providers reasonable control, whether or not similar to the foregoing. The occurrence of an event of force majeure shall not relieve Customer of obligation to pay The Service Provider for Services used by Customer prior to the occurrence of such event, or which may become due by Customer thereafter on account of Customers continued use of such Services after such occurrence. Failure of The Service Provider to perform under this Agreement because of the occurrence of an event of force majeure the effect of which lasts more than forty five days shall be grounds for termination of the Service(s) affected by that event, but not of the entire Agreement.
- Entire Agreement
This Agreement is addition to Contract(s), if any, executed by the parties, constitute the entire Agreement between The Service Provider and Customer with respect to the Services. If any provision of this Agreement is held to be invalid, void, or unenforceable, than such provision shall be deemed null and void without invalidating the remaining provisions hereof. A waiver of any breach of this Agreement shall not be deemed a waiver of such a party’s right to enforce such terms and conditions at any time.