Agreement for Impel, a PK4 Software Technologies
Pvt. Ltd. (hereinafter known as PK4) Service
By clicking the Submit button in the Order or Free Trial process, you
agree to the following terms and conditions (the “Agreement”) governing your
use of PK4’s Online Service, including Offline components, if any (collectively,
the “Service”). If you are entering into this agreement on behalf of a company,
then you represent that you have the authority to make purchase decisions for
the company and all references to you shall refer to your company.
Welcome
As a subscriber to Impel, PK4 will provide hosting,
data encryption, access and storage. If you are registering for the 30-day free
trial, then neither you nor PK4 Software will have obligations to one another
beyond the original 30-day trial unless you convert to a paid subscription
within one month following the end of the free trial.
Privacy and Security
PK4
Software believes that you should have full access to, and control over, your
sensitive data, and that your data must be kept secure at all times. For more
information, see the Impel Privacy Statement and Security Statement that are
publicly available at www.impelcrm.in. PK4 reserves the right to update the Impel
privacy and disclosure agreements without prior notice. You will be given the
opportunity to register for Impel marketing updates and information, but you
may opt-out of such e-mailings at any time. You hereby grant to PK4 the right
to disclose that you are an Impel subscriber.
License Grant and
Restrictions
PK4 grants
you global rights to use of the Impel service for the number of users for which
you are subscribed. The term "license" will be synonymous with
"subscription" used throughout the rest of this agreement. An
authorized Impel Administrator may authorize additional licenses.
This license is non-exclusive and non-transferable. The rights are for
your own internal uses. The user license is good for one user only, and may not
be shared by multiple users. However, an account may be adopted by a new staff
member upon the departure of a previous member.
You may not access the Service if you are a direct competitor of ImpelCRM,
except with PK4’s prior written consent. In addition, you may not access the
Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license,
sublicense, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party the Service or the
Content in any way; (ii) modify or make derivative works based upon the Service
or the Content; (iii) create Internet "links" to the Service or
"frame" or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the Service in
order to (a) build a competitive product or service, (b) build a product using
similar ideas, features, functions or graphics of the Service, or (c) copy any
ideas, features, functions or graphics of the Service. User licenses cannot be
shared or used by more than one individual User but may be reassigned from time
to time to new Users who are replacing former Users who have terminated
employment or otherwise changed job status or function and no longer use the
Service.
You are prohibited from using the Impel service to violate applicable
laws. You cannot impersonate another user; send Spam or other unsolicited
commercial messages; store or send obscene, threatening, libelous, or other
material that is unlawful or in violation of privacy rights; send or store
harmful computer code such as viruses or Trojan horses or files that contain
them; interfere with the performance of Impel or attempt to gain unauthorized
access to Impel or related networks.
Any rights not specifically granted in this agreement are reserved by PK4.
Upgrades and Updates
in Service
As
part of your service agreement, PK4 Software reserves the right to periodically
update your subscription service. You may experience brief interruptions in
service while updates are being implemented throughout the system. PK4 reserves
the right to increase your subscription service dues and fees in line with
regular subscription service upgrades and price increases throughout the
system. This increase would be made applicable for the following period that
has not previously been pre-paid (quarterly or annually).
Responsibilities
You
agree to provide accurate billing and account data with your subscription. You
are responsible to abide by local and international laws in the use of the Impel
service. Should you be aware of data or password(s) that have been compromised,
you are forbidden from distributing that information and are responsible to
notify PK4 immediately at security@impelcrm.in
.
You are responsible for all
activity occurring under your subscribed User accounts and shall abide by all
applicable local, state, national and
foreign laws, treaties and regulations in connection with your use of the
Service, including those related to data privacy, international communications
and the transmission of technical or personal data. You shall: (i) notify PK4 immediately
of any unauthorized use of any password or account or any other known or
suspected breach of security; (ii) report to PK4 immediately and use reasonable
efforts to stop immediately any copying or distribution of Content that is
known or suspected by you or your Users; and (iii) not impersonate another Impel
user or provide false identity information to gain access to or use the
Service.
Account Information
and Data Ownership
PK4
Software does not own any data, information or material that you submit to the
Service in the course of using the Service (“Customer Data”). You, not PK4,
shall have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property ownership or right to
use of all Customer Data, and PK4 shall not be responsible or liable for the
deletion, correction, destruction, damage, loss or failure to store any
Customer Data. In the event this Agreement is terminated (other than by reason
of your breach), PK4 will make available to you a file of the Customer Data
within 30 days of termination if you so request at the time of termination. PK4
reserves the right to withhold, remove and/or discard Customer Data without
notice for any breach, including, without limitation, your non-payment. Upon
termination for cause, your right to access or use Customer Data immediately
ceases, and PK4 shall have no obligation to maintain or forward any Customer
Data.
Intellectual Property
of the Service
The Impel
service, images, and application are the sole property of PK4 Software and its
licensors, if applicable. PK4 owns all right, title and interest, including
Intellectual Property Rights, in and to the Impel technology, the Content and
the Service and any suggestions, ideas, enhancements, requests, feedback,
recommendations or other information provided by you or anyone else relating to
this Service, This agreement is not a sale and does not give you any rights of
ownership related to the Service, the Impel or PK4 technology, or the
Intellectual Property Rights owned by PK4. Contributions made through the PK4 Channel
Partner Network are the property of PK4.
Third Party
Activities
PK4 may
allow third parties to offer related products or services that are of value to
our subscribers. Any interaction between yourself and a third party is solely
between you and the third party and not PK4 or the Impel service.
Payments
You
shall pay all fees and charges to your account in accordance with the fees,
charges and billing terms in effect at the time a fee or charge is due and
payable. All payment obligations are non-cancelable and all amounts paid are
non-refundable. Licenses in the middle of a billing cycle will be prorated.
Each account will be charged for the number of ordered
subscription seats, not for the number of currently Active users. Should
a new user be added and no subscription seats are available, the administrator
will be prompted to acknowledge the addition of one additional paid
subscription seat for that new user. Subscription seats are independent
of users and are not automatically decreased when users are made inactive.
Administrators can decrease the number of subscription seats they require down
to the total number of currently active users.
PK4 Software reserves the right to modify its rates as needed. You will
receive 30 or more days advance notice of any such changes by e-mail or within
your account. Your account terms are confidential and you agree not to disclose
them to third parties. Renewals will be the current charge for the billing
term, multiplied by the number of Impel subscription seats.
If there is a problem with your bill, contact billing@impelcrm.in within
30 days of the bill in question.
Storage Fees
Each
user will have 1GB of storage space to use to store all data, documents, email,
pictures, and any other items included for use throughout the system.
This space is per user and cannot be used as aggregate storage space throughout
the account. Additional storage can be purchased per user at the then
current Storage fees. We reserve the right to increase additional excess
storage fees in the future should it become necessary. PK4 will make all
reasonable efforts to inform you when the average storage used reaches
approximately 90% of the maximum; however, any failure on PK4’s to notify you,
shall not affect your responsibility for such additional storage charges.
Billing, Renewal and
Taxes.
PK4 charges and collects in advance for use of the
Service. PK4 will automatically renew and bill your credit card or issue an
invoice to you each billing term. The renewal charge will be equal to the
then-current number of total User licenses multiplied by the license fee in
effect during the prior term, unless PK4 has given you 30 day prior notice of a
fee increase, which shall be effective upon renewal and thereafter. Fees for
other services will be charged as quoted.
PK4’s fees are exclusive of taxes, levies or duties
imposed by taxing authorities. You will be responsible for payment of all such
taxes, levies or duties, excluding only Indian income taxes based solely on
PK4’s income.
You agree to provide PK4 with complete and accurate
billing and contact information. This information includes your legal company
name, street address, e-mail address, and name and telephone number of an
authorized billing contact and License Administrator. You agree to update this
information within 30 days of any change to it. If the contact information you
have provided is false or fraudulent, PK4 reserves the right to terminate your
access to the Service in addition to any other legal remedies.
Non-payment
and Suspension
You agree that PK4 reserves the right to suspend or
terminate this Agreement and your access to the Service if your account falls
into arrears. PK4 reserves the right to charge you a reconnection fee in the
event that your account is suspended and you thereafter request access to the
Service. Non-paid invoices will attract a finance charge of 1.5% percent per
month which will be accrued until payment in full has been received. You will
also be charged for all expenses of collection. If your account is cancelled by
PK4 for activities in violation of this agreement, you will be required to pay
the remaining balance due, be subject to credit reporting, or both. If you or
PK4 initiate termination of this Agreement, you are obligated to pay the
balance due on your account. You agree that PK4 Software may charge your credit
card for any unpaid balances or bill you by other means.
You agree and acknowledge that PK4 has no obligation
to retain Customer Data and that such Customer Data may be irretrievably
deleted if your account is in arrears for more than 30 days.
Termination
upon Expiration / Reduction in number of licenses
This Agreement commences on the Effective Date. The
Initial Term will be as you chose during the online subscription process or as
agreed by you in a Purchase Order form. Upon expiration of the Initial Term, this
Agreement will renew for successive renewal terms equal in duration to the
Initial Term at PK4’s then current fees. Either party may terminate this
Agreement or reduce the number of licenses, effective only upon the expiration
of the then current License Term, by notifying the other party in writing, at
least ten (10) business days prior to the date of the invoice for the following
term. In the case of free trials, notifications
provided through the Service indicating the number of days remaining in the
free trial shall constitute notice of termination. In the event that this
Agreement is terminated (other than by
reason of your breach), PK4 will make available to you a file of the Customer
Data within 30 days of termination if you so request at the time of
termination. You agree and acknowledge that PK4 has no obligation to retain the
Customer Data and may delete such Customer Data, more than 30 days after
termination.
Termination
for Cause
Any breach of your payment
obligations or unauthorized use of the Impel technology or Service will be
deemed a material breach of this Agreement. PK4, in its sole discretion, may
terminate your password, account or use of the Service if you breach or
otherwise fail to comply with this Agreement. In addition, PK4 may terminate a
free account at any time in its sole discretion. You agree and acknowledge that
PK4 has no obligation to retain the Customer Data, and may delete such Customer
Data, if you have materially breached this Agreement, including but not
limited to failure to pay outstanding fees, and such breach has not been cured
within 30 days of notice of such breach.
Representations
and Warranties
Each Party represents and warrants that it has the
legal power and authority to enter into this Agreement. PK4 warrants that it
will provide this Service in a manner comparable with the general industry
standards and that the Service will perform substantially in accordance with
the online www.ImpelCRM.in
documentation under normal use and circumstances. You represent and warrant
that you have not falsely identified yourself nor provided any false
information to gain access to the Service and that your billing information is
correct.
Mutual
Indemnification
You
agree to hold PK4 staff, licensors, affiliates, partners, employees, agents,
and officers harmless against all claims, damages, losses, and fees, including
legal or attorneys fees arising from any claim of damages or infringement
arising from the use of Impel or other PK4 sites.
PK4 agrees to indemnify you and your organization, staff, licensors,
affiliates, partners, employees, agents, and officers harmless against all
claims, damages, losses, and fees, including legal or attorneys fees arising
from any claim of damages or infringement arising from the use of Impel or
other PK4 sites, so long as that use does not violate the terms of this
agreement.
In no case shall either party's total liability exceed the amount paid
for the service.
Disclaimer of
Warranties
Although
the staff of PK4 is dedicated to providing high-quality CRM services, PK4,
Impel, and its licensors make no guarantee of the suitability of the Impel for
any particular usage. This includes the following:
While history has shown 99.9 percent up-time, past up-time is no
guarantee of future performance. While the staff of PK4 has done its utmost to
guarantee the accuracy of all statements on the Impel site, PK4 software does
not warrant or make any guaranty of the accuracy, reliability, timeliness, or
completeness of the service or its content.
the Impel service is provided on an "as is" basis, and any
implied warranty of merchantability, fitness for a particular purpose, or
non-infringement of third party rights are herby disclaimed to the full extent
permitted by applicable law by PK4 software and its licensors.
In some jurisdictions, the exclusion of implied warranties is
prohibited, and these disclaimers may not apply to you.
Internet
Delays
PK4’s service may be subject to limitations, delays
and other problems inherent in the use of the Internet and other electronic
communications. PK4 is not responsible for any delays, delay failures, or other
damage resulting from such problems.
Limitation of
Liability
In no event shall either
party's aggregate liability exceed the amounts actually paid by and/or due from
you in the twelve (12) month period immediately preceding the event giving rise
to such claim. in no event shall either party and/or its licensors be liable to
anyone for any indirect, punitive, special, exemplary, incidental,
consequential or other damages of any type or kind (including loss of data,
revenue, profits, use or other economic advantage) arising out of, or in any
way connected with this service, including but not limited to the use or
inability to use the service, or for any content obtained from or through the
service, any interruption, inaccuracy, error or omission, regardless of cause
in the content, even if the party from which damages are being sought or such
party's licensors have been previously advised of the possibility of such
damages.
Export
Control
Some
features of the Impel service may be subject to export control. When using the
service beyond the borders of the
By using the Impel service you represent the following:
You are not located in an embargoed country
You will comply with the export Laws of India.
None of the content or information acquired through the use of Impel is
used in activities associated with missiles or weapons that are nuclear,
biological, or chemical.
Jurisdiction
The
laws of the
Notice
PK4 may give notice by means
of a general notice on the Service, electronic mail to your e-mail address on
record in PK4’s account information, or by written communication sent by first
class mail or pre-paid post to your address on record in PK4’s account
information. Such notice shall be deemed to have been given upon the expiration
of 48 hours after mailing or posting (if sent by registered post) or 12 hours
after sending (if sent by email). You may give notice to PK4 (such notice shall
be deemed given when received by PK4) at any time by any of the following:
letter sent by confirmed facsimile to PK4 at the following fax: (+91) 80-3008-2006;
letter delivered by nationally recognized overnight delivery service registered
mail to PK4 at the following: PK4 Software Technologies Pvt. Ltd. No 37
Kempapura, Hebbal,
Additional
Information
If
you have further questions about the Impel terms of service, please send an
e-mail to termsofservice@impelcrm.in.