These Terms of Service constitute an agreement (this “Agreement”) for the provision of Cloud Services by Goaffpro, an India based entity (“Goaffpro”) and any person or entity opening an online account with Goaffpro (“Customer”) as specified in the information provided by Customer to Goaffpro in the online registration form. This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” or a similar button in the process of opening an online account with Goaffpro (the “Effective Date”). Customer’s use of and Goaffpro’s provision of the Cloud Services and Goaffpro System (each as defined below) are governed by this Agreement.
DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.
THE SYSTEM. The following capitalized terms shall have the following meanings whenever used in this Agreement.
Customer Data & Privacy.
CUSTOMER’S RESPONSIBILITIES AND RESTRICTIONS.
IP AND FEEDBACK.
Confidential Information. “Confidential Information” refers to the following items Goaffpro discloses to Customer: (a) any document Goaffpro marks “Confidential”; (b) any information Goaffpro orally designates as “Confidential” at the time of disclosure, provided Goaffpro confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, Customer Order, the Customization Services Addendum, Statements of Work and any communications between Goaffpro and Customer in relation to this Agreement or the Customization Services Addendum, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Goaffpro, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer.
Representations & Warranties.
INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless Goaffpro and each of the Goaffpro Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Goaffpro’s negligence; and (e) breach of its representations or assertions in this Agreement. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Goaffpro will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Goaffpro Associates” are Goaffpro’s officers, directors, shareholders, parents, subsidiaries, agents, representatives, advisors, successors, and assigns.)
LIMITATION OF LIABILITY.
TERM AND TERMINATION.
PUBLICITY. In further consideration of the rights granted hereunder to Customer, Customer agrees to permit Goaffpro to use Customer's name and trademarks and service marks to identify Customer as a Goaffpro’s customer on the Website, in Goaffpro’s marketing materials and in other sales and marketing activities, provided that Customer does not notify Goaffpro in writing of its revocation of such permission. Customer agrees to cooperate with Goaffpro in reasonable publicity efforts involving the System, such as, for example, media releases and marketing materials in accordance with Goaffpro's reasonable request.