Please review these provisions with diligence. This Terms of Service ("TOS") document establishes a legally binding contract between you, whether an individual user or a distinct corporate entity, and Promaint CMMS, a privately held limited company. This agreement stipulates the conditions governing your procurement and utilization of our comprehensive suite of software and related offerings, collectively referred to as the "Service." The Service's scope encompasses: (a) all Promaint CMMS digital platforms ("Site"), (b) all online and offline Promaint CMMS business Featuresivity applications, utilities, and support functions, and (c) all proprietary software, data, textual content, visual media, documentation, auditory elements, video content, and other digital assets made available by Promaint CMMS. Any newly introduced or enhanced functionality integrated into the Service shall automatically fall under the purview of this TOS.
Your affirmative assent to this agreement, indicated either by selecting an acceptance checkbox or by executing an agreement or quotation that incorporates this document by reference, signifies your binding acceptance of these terms. If you are entering into this agreement on behalf of a corporation or other legal organization, you warrant that you possess the requisite authority to obligate such entity and its affiliated parties to these stipulated terms and conditions. In such instances, "you" or "your" shall denote said entity and its affiliates. Should you lack such authority, or dissent from these terms and conditions, you are expressly prohibited from accepting this agreement and, consequently, from using the services.
(1.1) Authorized Use and Prohibitions: Subject to the explicit terms and conditions delineated
within
this TOS, your access and utilization of the Service are strictly limited to your internal business
operations, as specifically intended by this Agreement. You are prohibited from: (a) licensing,
sublicensing, selling, reselling, leasing, renting, transferring, assigning, distributing, time-sharing,
or otherwise commercially exploiting or providing the Service to any third party, beyond what is expressly
authorized herein; (b) processing data through the Service on behalf of any external entity; or (c)
engaging with the Service in any unlawful manner or in any way that impedes or compromises its operational
integrity or performance, including its constituent components.
(1.2) Competitive Restrictions on Access: Access to the Services by any entity identified as a
direct
competitor of Promaint CMMS is expressly disallowed, absent the express prior written consent of Promaint
CMMS. Furthermore, you shall not access the Services for the purpose of monitoring their availability,
performance metrics, or inherent functionality, nor for any benchmarking or other competitive intelligence
gathering objectives.
(1.3) Service Consumption Limits: The Services are subject to specific usage constraints: (a) the
number
of authorized Users accessing the services shall not exceed the quantity stipulated in the Agreement; (b)
a User’s designated password is non-transferable and may not be shared with any other individual; and (c)
a User identification may be reallocated to a new individual who assumes the role of a departing user,
thereby no longer requiring ongoing Service access. Exceeding any stipulated contractual usage limitation
will trigger an invoice for such excess, payable in accordance with the agreement.
(1.4) Customer Responsibilities: You are primarily responsible for: (a) ensuring all Users comply
with the
provisions of this Agreement; (b) the accuracy, quality, and legal provenance of Your Data, as well as the
means by which it was acquired; (c) applying commercially reasonable efforts to prevent unauthorized
access to or use of the Services, and promptly notifying Promaint CMMS of any such unauthorized access or
use; and (d) operating the Services exclusively in conformity with the provided Documentation and all
applicable governmental laws and regulations.
(1.5) Account Management and Content Liability: All information, data, textual content, messages,
or other
materials that you transmit or post via the Service fall under your sole responsibility. You are
accountable for maintaining the confidentiality of your login credentials and account, bearing full
responsibility for all activities conducted under your login or account. Promaint CMMS retains the right
to access any or all of your accounts to address your requests for technical support.
(1.6) Data Ownership and Retention Policy: All data generated or transmitted by You and residing
on
Promaint CMMS servers as part of the Service shall at all times remain your sole property. Upon the
expiration or formal termination of this Agreement for any cause, Promaint CMMS will facilitate the export
or download of Your Data, as detailed in the Documentation. Promaint CMMS explicitly disclaims any
obligation to retain or furnish Your data beyond fifteen (15) days subsequent to the Termination of this
agreement.
(1.7) Data Security, Confidentiality, and Access: Promaint CMMS shall implement commercially
reasonable
administrative, physical, and technical safeguards designed to protect the security, confidentiality, and
integrity of your data. In providing the Services, Promaint CMMS shall not: (a) alter Customer’s Data; (b)
divulge Customer’s Data except when compelled by legal or regulatory process, or as explicitly permitted
herein, or otherwise, with Customer's express written consent; or (c) access Customer’s Data except for
the purpose of delivering the Services, preventing or resolving service or technical issues, or at
Customer’s specific request concerning support matters.
(1.8) Promaint CMMS Proprietary Rights: Except for the restricted right to access and utilize the
Service
explicitly conferred upon You under this TOS, all intellectual property rights, title, and interest in and
to the Service and its constituent components shall remain exclusively vested in Promaint CMMS. You shall
not modify, adapt, or manipulate the Service in a manner that falsely implies any endorsement or
affiliation with Promaint CMMS, nor shall you attempt to gain unauthorized entry to the Service or its
interconnected systems or networks.
(1.9) Technical Processing and Transmission Acknowledgement: You understand that the technical
processing
and transmission of the Service, including your content, may necessitate: (a) transmissions across diverse
network infrastructures; (b) modifications to conform and adapt to the technical requirements of
connecting networks or devices; and (c) transmission to Promaint CMMS designated hosting partners to
provide the essential hardware, software, networking, storage, and related technological infrastructure
required for Service operation and maintenance.
(1.10) Non-Waiver and Entire Agreement: The forbearance of Promaint CMMS to exercise or enforce any
right
or provision of this TOS shall not be construed as a waiver of that right. You acknowledge that this TOS
represents a legally enforceable contract between you and Promaint CMMS, notwithstanding its electronic
nature and the absence of physical signatures from both parties. This document governs your usage of the
Service and supersedes all prior or contemporaneous agreements, whether oral or written, between you and
Promaint CMMS concerning the Service.
(2.1) Service Fees: You are obligated to settle all fees as specified in the Agreement (Quotations
or
Agreed Proposals may serve as the Agreement). Unless otherwise expressly stated herein or in an Order
Form: (i) all fees are predicated on the Services procured; and (ii) payment obligations are
non-cancelable, and any fees tendered are non-refundable.
(2.2) Invoicing Protocols and Payment: You shall furnish Promaint CMMS with a duly executed
Agreement and
accurate, current credit card information, or a valid purchase order or other comparable document deemed
acceptable by Promaint CMMS. By providing credit card information to Promaint CMMS, you authorize Promaint
CMMS to charge such credit card for all Purchased Services and any subsequent renewal term(s) as outlined
in Section 3.1. Such charges will be applied either annually or in accordance with the billing frequency
stipulated in the relevant Agreement. If the Agreement specifies a payment method other than a credit
card, Promaint CMMS will issue invoices in advance and otherwise consistent with the pertinent Agreement.
Unless the Agreement dictates otherwise, invoiced charges are due immediately upon receipt. You are solely
responsible for furnishing Promaint CMMS with complete and precise billing and contact information and for
promptly advising Promaint CMMS of any changes thereto.
(2.3) Delinquent Charges: Should any amount owed by You under this or any other agreement for
Promaint
CMMS services become thirty (30) or more days past due (or ten (10) or more days overdue in instances
where you have authorized Us to charge your credit card), Promaint CMMS may, without prejudice to its
other rights and remedies, temporarily suspend services to you until such outstanding amounts are fully
settled.
(2.4) Prospective Functionality Clause: You acknowledge that your decision to purchase is not
conditional
upon the future delivery of any specific functionality or features, nor is it dependent on any verbal or
written public declarations made by Promaint CMMS regarding prospective functionality or features.
(3.1) Agreement Period and Automatic Renewal: This Agreement commences on the date the Customer
signs the
Order Form and shall persist for an initial period of two (2) years (the "Initial Term"). Following the
expiration of an Initial Term, this Agreement shall automatically extend for successive one (1) year
periods (each, a "Renewal Term"), subject to any mutually agreed-upon adjustments, unless either party
provides written notification of its intent not to renew at least sixty (60) days prior to the conclusion
of the Initial Term or the then-current Renewal Term. Remittance for the Renewal Term must be completed by
you prior to the expiration of the current Term. Furthermore, Promaint CMMS retains the right to terminate
this Agreement immediately in the event of a material breach by You.
(3.2) Promaint CMMS Discretionary Rights to Service Modification or Termination: Promaint CMMS
reserves
the right to (i) modify or discontinue, either temporarily or permanently, the Service (or any segment
thereof) and (ii) decline any and all current and future use of the Service, suspend or terminate your
account (or any portion thereof) or use of the Service, and expunge any of your content within the
Service, if Promaint CMMS determines, in its sole discretion, that You have violated the TOS. Promaint
CMMS will endeavor to announce on the Site or inform you of any scheduled Service downtime and will make
all reasonable efforts to contact you directly via email to issue a warning before any suspension or
termination of your account. Any suspected fraudulent, abusive, or illicit activity that may constitute
grounds for termination of your Service use may be referred to appropriate law enforcement authorities.
Promaint CMMS shall not incur liability to You or any third party for any modification, suspension, or
discontinuation of the Service.
The Service, including the Site, software, and content, along with all server and network infrastructure components, are furnished on an "as is" and "as available" basis, without warranties of any kind, to the fullest extent permitted by applicable law. Promaint CMMS expressly disclaims any and all warranties, whether expressly stated or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Promaint CMMS does not guarantee that the Service will be uninterrupted, timely, secure, error-free, or virus-free, and no information or advice obtained by you from Promaint CMMS or through the Service shall establish any warranty not explicitly stated in this TOS.
(5.1) Exclusion of Indirect Damages and Liability Cap: Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Promaint CMMS be held liable to you or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including, without limitation, lost profits, lost sales or business opportunities, lost data, or business interruption. Furthermore, Promaint CMMS cumulative liability for any direct damages, costs, losses, or liabilities shall not exceed the aggregate monthly service fee paid or payable by you for the one month immediately preceding the occurrence giving rise to the claim for monetary damages. The stipulations of this section serve to apportion the risks under this TOS between the parties, and the parties have relied upon these limitations in their decision to enter into this Agreement.
The designation "Promaint CMMS" and various logos displayed or utilized in connection with the Service are trademarks belonging to Promaint CMMS. You are permitted to use these trademarks or logos solely for promotional purposes to identify yourself as a customer or authorized user of Promaint CMMS Featuress and services, provided you do not attempt to assert ownership of these marks by incorporating any of them into your own names or offerings.
Promaint CMMS may assign or transfer this TOS, in whole or in part, without any restriction or requirement for your consent.
You are responsible for adhering to all applicable laws, rules, or regulations governing the export of the Service or any of its constituent components.
Complimentary Support is included in the cost of a software license. This free support encompasses fundamental assistance with the software, such as addressing general inquiries and resolving basic operational issues. Both telephone and email support channels are available. Telephone support is accessible Monday through Friday, from 10:00 AM to 6:00 PM. Email support is provided on a 24x7 basis.
(10.1) Scope of Professional Engagements: Professional Services comprise those offerings distinct
from
the complimentary support. Illustrative examples include, but are not limited to, report development, user
training sessions, data remediation, data importation, database configuration, system integration,
provision of dedicated support personnel, and system enhancements. Upon your authorization of a Statement
of Work (SOW) from Promaint CMMS, You hereby engage Promaint CMMS to render the Services as precisely
articulated in each SOW that references this Agreement. Both the Services and each associated SOW are
governed by this Agreement. Modifications to the scope of the Services or any SOW are permissible only
through a written amendment duly signed by authorized representatives of both parties.
(10.2) Acceptance Protocol for Deliverables: Promptly upon Promaint CMMS notification of its
implementation or completion of a Deliverable, You shall conduct testing and evaluation of each such
Deliverable to determine its adherence to the specifications provided in the applicable SOW (the
"Acceptance Test"). You may transmit a notice of rejection to Promaint CMMS if a Deliverable fails the
Acceptance Test, clearly specifying the aspects of the Deliverable that failed, with sufficient detail to
enable Promaint CMMS to replicate such failure. Promaint CMMS shall, at no additional cost to you,
promptly rectify such failure and re-deliver the corrected Deliverable to You. In the event that Promaint
CMMS does not receive a notice of rejection from You within two (2) business days (or such other period as
may be expressly stipulated in the applicable SOW) following delivery of a Deliverable, such Deliverable
shall be deemed "Accepted," and the Acceptance Test for such deliverable shall be deemed successfully
completed in accordance with any pertinent requirements of the relevant SOW or otherwise.
(10.3) Your Responsibilities Pertaining to Professional Services: You shall provide suitable
equipment,
necessary information, and appropriate site and system access and facilities as are reasonable and
necessary to facilitate Promaint CMMS performance of the Services, or as specified in the applicable SOW.
You acknowledge and agree that Promaint CMMS performance is contingent upon and subject to the timely
execution of responsibilities by You or third parties, and subject to any assumptions regarding the
Services referenced in the applicable SOW. Promaint CMMS shall be entitled to rely upon, and You shall be
responsible for, all decisions, instructions, and approvals issued by Your project administrators and
other personnel in connection with the Services. You shall secure all necessary consents, licenses,
approvals, or permissions to enable Promaint CMMS to perform the Services, with reasonable assistance from
Promaint CMMS as You may request.
This Agreement and any disputes arising from or in connection with this Agreement shall be construed and governed by the substantive laws of India, without reference to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the courts situated in Chennai for the resolution of any and all disputes arising under or related to this Agreement.
Service Trials, whether offered free of charge or on a paid basis, are subject to the terms and conditions outlined in this TOS. Should you opt not to procure Promaint CMMS services at the conclusion of a trial period, Promaint CMMS shall have no obligation to preserve your data beyond the final day of the trial period.
In the event that one or more of the provisions within this Agreement are determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby.
This TOS constitutes the complete and exclusive agreement between you and Promaint CMMS, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations pertaining to the Service or any other subject matter addressed by this TOS.
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