This Terms of Service Agreement (the “Agreement”) is entered into by and between GrowSmart SMB Solutions Private Limited (“GrowSmart”, “ProjectBase”, “provider”, “we”, “us”, “our”), a company incorporated under the Companies Act, 1956, with its registered office at No. 96, Fourth Avenue, Ashok Nagar, Chennai, India -  600083 and the person or entity placing an order for or accessing the Service (“customer” or “you”, “your”).
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If you are entering into this agreement as an employee, agent, or contractor of a corporation, partnership or similar entity, then you represent and warrant that you have the authority to sign for and bind such entity in order to accept the terms of this agreement. The rights granted under this agreement are expressly conditioned upon acceptance by such authorized personnel.

Upon your acceptance, these Terms of Service form a legally binding agreement between you and GrowSmart. Our Services are available to you only upon your acceptance of these Terms of Service.

In consideration of the terms and conditions set forth below, the parties agree as follows:

Definitions

1. “Subscription Services” shall mean all of our web and mobile based applications, tools and platforms that you have subscribed to and are developed, operated and maintained by us, accessible via projectbase.com or another designated URL, our website(s) and any content published on our websites, any training materials, support materials, templates, tools, methodologies or know-how, and any ancillary products and services that we provide to you.
2. “Consulting Services” shall mean the professional services provided by us, which may include training services, integration, customisation, or consulting services. The details of the Consulting Services shall be set out in the Order Form signed up from time to time under these Terms of Service;
3. “Free Services” shall mean any products or features, including Subscription Services made available by us to you on an unpaid trial or free basis;
4. “Services” shall mean any service provided by us to you, including but not limited to Subscription Services, Consulting Services and Free Services;
5. “Customer Data” means, all electronic data, text, messages or other materials, including, without limitation, personal data of Users and end Users, submitted to the Services by Customer or its Users through customer’s account in connection with Customer’ use of the Services.
6. “Effective Date” shall mean the date of your acceptance of these Terms of Service;
7. “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, electrical, internet, or telecommunication outage, cyber-attacks, government or regulatory restrictions (including the denial or cancellation of any export or other license), or any other event outside the reasonable control of the obligated Party;
8. “Order” or “Order Form” shall mean the form submitted/accepted by you, with your details and the Services opted by you, with relevant Service terms, pricing and payment terms being set out accordingly. Separate Order Forms may be submitted for different Subscription Services and Order Forms may be updated or modified from time to time with mutual consent;
9. “Party” shall mean either GrowSmart or Customer and “Parties” shall mean GrowSmart and Customer collectively;
10. “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for majority of our customers such as weekends and public holidays;
11. “Start Date” shall mean the date of commencement of the Subscription Services;
12. “Subscription Fees” shall mean the fees payable by you for the Subscription Services;
13. “Service Fees” shall mean the amounts you are required to pay for using any of the Services;
14. “Subscription Term” shall mean the initial term for the subscription to the applicable Subscription Services, as specified in the relevant Order Form, and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services;
15. “Terms of Service” shall mean this Terms of Service entered into between Growsmart and you in respect of the Services, along with any modifications that may be notified from time to time;
16. “Users” mean individual people or accounts that are designated and authorized by you to access Subscription Services.

Grant of rights

During the Subscription Term, we grant you a non-transferable, non-exclusive, worldwide right to permit Users authorized by you to access and use the Services in accordance with these Terms of Service, the relevant Order Form and all laws and regulations applicable to you.

Usage Restrictions

You agree not to use the Services to: (i) process data on behalf of any third party other than your Users and End Users; (ii) send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws; (iii) use the Services in violation of applicable law (iv) store or transmit any content that infringes upon any third party’s intellectual property rights; (v) interfere with or disrupt the integrity or performance of the Services and their components; (vi) post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (vii) post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (viii) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law.

In addition,  you agree not to: (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (x) modify, adapt, or hack the Services or otherwise gain or attempt to gain unauthorized access to the Services, its related systems or networks; (xi) falsely imply any sponsorship or association with GrowSmart; (xii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of the Services.

Fees and Payment

The Subscription Fees set forth in the Order Form shall be effective for the Term. In case of renewal of Term, change in Order Form or a new Order Form, the fee will be as per the then applicable pricing of Services.

Customer agrees that:

1. the Subscription Fee is based on subscription purchased and not actual usage of the Service;
2. payment obligations are binding, and Subcription Fee or Service Fee paid is non-refundable (including without limitation for any downgrade of subscription under an active Order Form); and
3. all applicable taxes, duties, or government levies whatsoever shall be in addition to the fees and expenses specified under the Order Form. The Customer will make timely payment of all such taxes, duties, or government levies.

For payment, We shall provide an electronic invoice to you.

Term, renewal, suspension, termination

1. These Terms of Service shall be effective from the Effective Date and be binding between you and us till the completion of all the obligations undertaken pursuant hereto, unless terminated earlier in accordance with the terms hereof.
2. The Subscription Term shall commence on the Start Date set out in the relevant Order Form and be valid for the period specified therein. The Subscription Term will renew automatically for a further subscription period of 1 (one) year, unless (i) you send a non-renewal notice in writing to support@projectbase.com at least 30 (thirty) days prior to the approaching renewal; or (ii) an explicit renewal Order Form captures a different Subscription Term. If you add new products or functionalities during the Subscription Term, they will renew along with the Subscription Term, unless otherwise indicated in the relevant Order Form.
3. Free Services, if made available, will generally be provided for the agreed trial period or the Start Date of the Subscription Services, whichever is earlier. We may, however, suspend or terminate the Free Services for any reason at any time without notice.
4. Accounts pertaining to subscriptions that are not renewed in accordance with these Terms of Service shall be deactivated and permanently deleted after a period of 30 (thirty) days from the date due for renewal.
5. No Termination without Cause. Neither Party will terminate these Terms of Service, a Subscription Term or an Order Form for Consultancy Services without cause or for convenience prior to the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without us being liable to refund any Services Fees or Subscription Fees already paid. Notwithstanding the applicable Subsription Term, you will be liable to pay all Subscription Fees or Service Fees payable for the remainder of the Subscription Term.
6. Suspension of Services: (a) We may suspend access to your account after giving 30 (thirty) days’ prior written notice to you, in case any amounts remain due and payable upon completion of the payment period set out in these Terms of Service or the relevant Order Form. (b) We may also suspend access to your account with immediate effect if (i) there is unauthorized access to your account; (ii) your use of the Services is in violation of applicable laws or regulations; or (iii) your use of the Services poses a risk to the platform or other users of the Services. (c) If the reason for the suspension continues for a period of 15 (fifteen) days, we may proceed to terminate these Terms of Service or the relevant Order Form, without prejudice to other remedies that may be available under these Terms of Service or applicable laws.
7. Termination for Cause. Either Party may terminate these Terms of Service or an Order Form for cause: (i) upon 30 (thirty) days’ prior written notice to the other Party on grounds of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom.
8. Consequences of expiry/termination. Upon expiry or termination of any of the Services, all payments that are due and payable therefor shall immediately become due and payable, irrespective of the billing cycle. We shall not be liable to provide any refunds to you, except, where you have terminated on grounds of our material breach, we shall refund pro-rata any Subscription Fees for the unexpired portion of the Subscription Term. (a) For a period of 30 (thirty) days following expiry or termination or suspension, we will retain the data stored by you on the platform. Upon completion of the afore-mentioned period of 30 (thirty) days, we will permanently delete all data in your account, without retaining any copy thereof. You agree that we are not liable for any such deletion of data. (b) In respect of Free Services, we do not undertake to provide any access to or copy of the data stored in your account post expiry or termination of the access; all such data will be deleted from the platform. (c) All terms hereof, which by their nature survive termination (including but not limited to terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity and dispute resolution) shall survive the expiry or termination of these Terms of Service.

Ownership and proprietary rights

1. We own or have rights to all worldwide intellectual property rights in and to the Subscription Services, Consulting Services, ProjectBase application/platform and software (including all derivatives or improvements thereof). All suggestions, enhancement requests, feedback, recommendations or other inputs provided by you or any other party relating to the Services shall be owned by us, and you hereby do and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by us.

2. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Subscription Services or the Consulting Services, in whole or in part, by any means, except as expressly authorized in writing by us.

3. You own any data, information or material originated by you that you submit or compile in the course of using the Services. We have no ownership rights in or to Customer Data. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to collect and use the Customer Data. You permit and grant us and our licensors the right to use the Customer Data only as necessary to provide the Subscription Services and Consulting Services under these Terms of Service.

4. You hereby permit us to use your name, website address and logo in our marketing material including website, email campaigns, brochures etc. during and after active engagement.

Customer data protection

1. You represent that you shall not use the Subscription Services to collect, manage or process Sensitive Information and shall be solely responsible with regard to the nature and extent of the information collected from your clients and potential clients.
2. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as directed or otherwise permitted by you. We will use Customer Data only in order to provide the Subscription Services and Consulting Services and only as permitted by applicable law, these Terms of Service and the Privacy Policy.
3. We will adopt and maintain appropriate organizational and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data.
4. We may monitor use of the Subscription Services by all our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

Disclaimers & Limitations of liability

WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE  OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY HEREUNDER (OTHER THAN FOR CLAIMS FOR INDEMNITY AND PAYMENT OF FEES DUE) EXCEED THE AMOUNT PAID BY YOU TO US IN THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 5000 ( US DOLLARS FIVE THOUSAND ONLY), WHICHEVER IS LESSER.

Indemnity

We shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against you by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of such third party; provided that you (i) promptly give us written notice of the claim; (ii) give us sole control of the defense and settlement of the claim (we shall however not settle any claim unless it unconditionally releases you of all liability); and (c) provide us, at our cost, all reasonable assistance.

You shall defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against us by a third party alleging that Customer Data or your use of the Services infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation; provided, that we (i) promptly give you written notice of the claim; (ii) give you sole control of the defense and settlement of the claim (you shall however not settle any claim unless it unconditionally releases us  from all liability); and (c) provide you, at your cost, all reasonable assistance.

General Provisions

1. FORCE MAJEURE. Neither Party shall be responsible for failure or delay in performance if caused by Force Majeure, except in respect of payment obligations hereunder. Each Party will use reasonable efforts to mitigate the effect of a Force Majeure event.
2. COMPELLED DISCLOSURE. We reserve the right at all times to disclose any information, including Customer Data, when compelled to so by any applicable law, regulation, legal process or governmental request; however, we shall, if permissible, provide you notice of the same.
3. SEVERABILITY. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, or for any reason invalid, void or unenforceable, the remainder of the provisions shall, to the extent practicable, remain in full force and effect and Parties will negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the intended purpose of such provision in accordance with applicable laws.
4. RELATIONSHIP BETWEEN THE PARTIES. No joint venture, partnership, employment, or agency relationship is created between you and Us as a result of these Terms of Service or use of the Services.
5. ASSIGNMENT. You may assign your rights hereunder in the event of a merger or acquisition of all or substantially all of your assets; in all other cases, our prior written approval shall be required for assignment and the same shall not be unreasonably withheld. We may assign these Terms of Service to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law; in all other cases, your prior written approval shall be required for assignment and the same shall not be unreasonably withheld.
6. NO WAIVER. The failure of either Party to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing.
7. GOVERNING LAW AND DISPUTE RESOLUTION. These Terms of Service shall be governed by and construed in accordance with the laws of India. Parties shall try to resolve any dispute arising out of or in relation to these Terms of Service by mutual discussions, failing which the same shall be submitted to arbitration under the provisions of the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Chennai and the language of arbitration, English. Subject to the foregoing, the courts at Chennai, India shall have exclusive jurisdiction.
8. ENTIRE AGREEMENT. These Terms of Service, including its Order Forms, and the Privacy Policy constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any additional or different terms set out in a purchase order or any future correspondence shall not be binding on us. Any modification to these Terms of Service shall be notified to you by posting a revised copy on our website. Any modification to an Order Form shall be as mutually agreed to by the Parties.
9. ORDER OF PRECEDENCE. In the event of any conflict between these Terms of Service and the terms of an Order Form, the Order Form shall prevail solely with respect to the subject matter thereof.
10. CONTACT INFORMATION. You can contact us by email at info@projectbase.com.