Ideolve Terms of Service

Effective: September 1st 2017
The Terms of Service or Service Level Agreement(the "TOS") describe your (the "Customer") rights and responsibilities when using the Ideolve platform (the "Services"). Please review with care. The TOS governs your access and use of our Services. Thank you for being here on this platform.

Basics

"User" is the Organisation or Individual that you represent in agreeing to the Contract. The User signs into Ideolve using his email id, and can create workspaces and invite other users to those workspaces. The number of workspaces and users allowed are determined by the subscription purchased by the User.
"Workspace" is a virtual space created by the User, which consists of a dynamic team that collaborates on notes/topics to develop or build on the ideas. Only a User can create work spaces and invite other users to the work space, who can then create and collaborate on content/discussions and then further invite more users to the work spaces.
The User who creates the workspaces is the "administrator" of those workspaces and via the Subscription, pays for workspaces and users who join the workspace by invite.
A User cans also be invited to the "Workspace" by other Users to collaborate/participate in the discussions.
These "TOS" become a part of a Binding "Contract"
The TOS forms a binding “Contract” between the User and us (Mithi Software Technologies pvt ltd. ).
Your Agreement On Behalf of your "Organisation"
If you signed up using your business email id, purchase Ideolve subscription(s), create work spaces, invite users to that team, on behalf of an organisation, you acknowledge your understanding of the then-current Contract and agree to the Contract. Please make sure you have the necessary authority to enter into the Contract on behalf of your organisation before proceeding. You as a User can modify and re-assign roles on your team (including your role) and otherwise exercise your rights under the Contract.
Who owns the content
Users who are invited to join workspaces (contributors) may contribute content to the platform in the relevant workspaces, where the User is a member. This content, although it is written and authored by the User, belongs to the owner of the workspaces (the administrator of the workspace).
In other words, if a user can only OWN the content, if it has been authored by the User in the workspace created by the User.
Users who contribute content in a workspace, essentially authorise the workspace owner to own that content. This could mean disclosure, modification, copy, deletion of the whole or part of this information.
Ordering or Signing up to Subscriptions
A subscription allows a User to access the Ideolve Service. A Sign up is required if the User has to participate in discussions, or create work spaces. A sign up is not required to simply view content (as authorised by the publisher of the note). By default Users are signed up into the Basic subscription.
An upgrade of the subscription may be procured by writing into sales@ideolve.com, and we'll process it mediated by our team. Subscriptions commence when the team deploys a license on the User's account for the chosen period.
Each subscription is for a single User for a specified term and is personal to that User.
Purchasing Decisions
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Choosing to be a Beta Tester
Occasionally, we look for beta testers to help us test our new features. These features will be identified as "beta" or "pre-release", or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
Feedback is Welcome
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. Implementing suggestions follows a vote and vision alignment discussion internally. Whether to implement a suggestion or not is entirely at our discretion.
Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Users

Use of the Services
The User must comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any User Data or the way the User choose to use the Services to store or process any User Data. The User is solely responsible for providing high speed internet service for using the Services.
Our Cancel Rights
If we believe that there is a violation of the Contract that can simply be remedied by User’s removal of certain Data, we will, in most cases, ask User to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if User does not take appropriate action, or if we believe there is a credible risk of harm to us, the Service, or any third parties.

Payment Policy

Payment Terms
For Users that purchase our Services, fees are specified on our website and must be paid in advance depending on the chosen payment option. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event the User downgrades any subscriptions from a paid plan to a free plan, User will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. We send invoices to Users by email and expect the full payment to be received within fifteen (15) days from the invoice date. Depending on the region, country of the customer, the invoice will carry appropriate taxes as per national or international tax laws. The User will be responsible for paying all Taxes associated with its purchases.
Pro-rata billing
We believe that users should pay only for what the use. Hence during an upgrade or downgrade of a subscription, as mediated by our billing helpdesk, the team will calculate the amount to he credited or invoiced to the user depending on the existing subscription and the time elapsed (service in use) from the start of the subscription. Certain exceptions and conditions may apply, and will be noted in writing to the User. E.g. if you have purchased the Venture plan for 100 users and now would like to add another 100 users after 3 months of starting your subscription, we will bill you only for 9 months for the additional 100 users. This would mean that at the time of next subscription renewal, you would renew for 200 users. Similarly for a downgrade from one paid plan to another, the pro rata amount of the remaining period will be credited to your account for being consumed during your next purchase or renewal. Any credits that may accrue to a User's account, will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.
Downgrade for Non-Payment
If any fees owed to us by the User (excluding amounts disputed reasonably and in good faith) are fifteen (15) days or more overdue, we may, without limiting our other rights and remedies, downgrade any paid Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data.

Our Responsibilities

Providing the Services
We will (a) make the Services available to the User as described in the Contract; and (b) not use or process User Data for any purpose without User’s prior written instructions.
Be assured that (a) the Services will perform materially in accordance with our current Help Center; and (b) subject to the "Downgrade for Non-Payment" sections , we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the section titled "Termination".
Keeping the Services Available
We offer specific uptime commitments and if we fall short, the credits provided to the User, will serve as "liquidated damages" and will be Customer’s sole remedy for the downtime and related inconvenience. For all Service plans, we will make best efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
Protecting Customer Data
The protection of User Data is a top priority for us so we will maintain administrative, physical, and technical safeguards to secure information stored with us. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of User Data by our personnel. The User (not us) bears sole responsibility for adequate security, protection and backup of User Data when in User’s or its representatives’ or agents’ possession or control or when the User chooses to use unencrypted gateways to connect to the Service. We are not responsible for what the User do with the User Data. That is the User's responsibility.

Ownership and Proprietary Rights

Your Data is Yours
The User will own all User Data. Subject to the terms and conditions of the Contract, the User grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display User Data, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as expressly permitted in writing by User.
Our IP is ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to the User a non-sublicensable, non-transferable, non-exclusive, limited license for the User to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term
As further described below, a free subscription continues until terminated or until it expires, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.
Renewal
30 days before the renewal date (end date of the on going subscription), the system will start sending you reminders to confirm your desire to renew the subscription. It is expected that you will provide an email response confirming your intent to continue using the software for another term (could be a month, a quarter, six months or a year). One you do that, our billing team will raise an invoice and you would be expected to pay for that as per the payment policy outlined in the section "Payment Policy". If a confirmation for renewal is not received before the end date, it is assumed that you would like to discontinue the subscription and this will be treated as per policies outlined in "Termination"
Termination
We or the User may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate the Contract immediately on notice to the User if we reasonably believe that the Services are being used by User in violation of applicable law.
The User may terminate its free subscriptions immediately without cause. We may also terminate the User’s free subscriptions without cause, but we will provide the User with thirty (30) days prior written notice.
Effect of Termination
Upon any termination for cause by User, we will refund to the User any prepaid fees covering the remainder of the term of the subscription after the effective date of termination. Upon any termination for cause by us, the User will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve the User of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Data Portability and Deletion
We are custodians of the User Data. During the subscription term, the User will be permitted to export or share certain User Data from the Services; the User acknowledges and agrees that the ability to export or share User Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing settings enabled. Following termination or expiration of a subscription, we will have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in our systems or otherwise in our possession or under our control.

Representations; Disclaimer of Warranties

The User represents and warrants that it has validly entered into the Contract and has the legal power to do so. The User further represents and warrants that it is responsible for the conduct and compliance with the terms of this Contract and the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE USER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER USER'S OR OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE USER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER THE USER OR US HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Additionally, the User is responsible for all login credentials, including usernames and passwords as well as for administrator accounts. We will not be responsible for any damages, losses or liability to the User or anyone else, if such information is not kept confidential by the User, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Confidentiality

Confidential Information
Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of the User includes User Data. If something is labeled "Confidential," that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract ; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

General Provisions

Publicity
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to info@mithi.com stating that it does not wish to be used as a reference.
Email Messages
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to the User through the Service notification. Notices to Mithi will be sent to info@mithi.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
Modifications
As our business evolves, we may change these User Terms and the other components of the Contract. If we make a material change to the Contract, we will provide the User with reasonable notice prior to the change taking effect, either by emailing the email address associated with the User’s account or by messaging the User through the Services. The User can review the most current version of the User Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Other Terms

THIS AGREEMENT is made and entered between Mithi Software Technologies Pvt. Ltd., having its Registered offices at 103, Mayfair Court, Dr. Pai Marg, Pune 411 045, hereinafter referred to as Mithi and yourself the User, hereinafter referred to as the User, WHEREAS User wishes to use the services of Mithi.
NOW, the parties hereto are desirous of reducing the terms of the contract in writing and the parties hereby agree as follows:
  • INDEMNIFICATION: The Customer shall indemnify and hold harmless Mithi from any and all loss, cost, expense, and damages on account of any and all manner of claims, demands, actions, and proceedings that may be initiated against Mithi on the grounds that the content violates any copyright, proprietary right of any person, state and central regulations, or contains any matter that is libelous or scandalous, or harm sentiment of a particular religion, caste or community.
  • FORCE MAJEURE: Section 56 of the Indian Contract Act shall apply to this Agreement. In addition, if at anytime, during the continuance of the Services, the performance in whole or part, of any obligation under it shall be prevented or delay reason of war, hostility, acts of the public enemy, civil commotion, sabotage, fire, flood, explosion, epidemic, quarantine restriction, strikes, lock-out or act of GOD etc., Customer shall not have any claim for damages against Mithi in respect of such non-performance or delay in performance.
  • ENTIRE AGREEMENT AND UNDERSTANDING: This instrument and the application constitute the entire agreement between the parties, and represent the complete and entire understanding of the parties with respect to the subject matter of this Agreement.
  • GOVERNING LAW: This Agreement shall be governed by the laws of INDIA. In the event that any term or provision of this instrument is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this instrument and the agreement which it evidences, shall remain in full force and effect. Courts in Pune alone shall have the jurisdiction touching this agreement in any manner what so ever.
  • DISPUTE RESOLUTION: Any dispute arising out of, or concerning this agreement shall be referred to a sole Arbitrator to be appointed By mutual consent, either on its own or upon receipt of a request from a Customer or any third party or claimant, the seat of the Arbitrator shall be Pune, the Arbitrator shall give his award within 120 days from the date of first hearing The period may be extended by mutual consent of all parties concerned.
  • NOTICES: You consent to Mithi providing you notifications about the services or information the law requires us to provide via email to the address that you specified when you signed up for the services. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receiving notices electronically, you must stop using the services. You may notify Mithi as stated in customer support for the services.
  • CLAIMS: Claims must be filed within one year. Any claim related to this agreement or the services must be brought within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If not filed within that time, then it's permanently barred.
  • SURVIVAL: The Privacy section, and Payments section (for amounts incurred before the end of this agreement), and those that by their terms apply after it ends will survive any termination or cancellation of this agreement.
  • ASSIGNMENTS and TRANSFER: We may assign this agreement, in whole or in part, at any time without notice to you. You may not assign this agreement or transfer any rights to use the services.
  • CONTRACT INTERPRETATION: This is the entire agreement between you and Mithi for your use of the services. It supersedes any prior agreements between you and Mithi regarding your use of the services. All parts of this agreement apply to the maximum extent permitted by relevant law. If a court holds that we can't enforce a part of this agreement as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this agreement won't change. The agreement’s section titles are for reference only and have no legal effect.
  • NO THIRD PARTY BENEFICIARIES: This agreement is solely for your and our benefit. It isn't for the benefit of any other person, except for Mithi’s successors and assigns.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting their ability to enter into this agreement for the person or entity herein named as a party hereto.