Terms / Conditions
The terms and conditions set forth herein governing your use of ryosuite.com's online service, including offline components (the “Agreement”) constitute the full and complete agreement between you (“you” or “your” or “Customer”) and blueMango solutions (“blueMango solutions”). By clicking the "I accept" button displayed as part of the ordering process, and using the blueMango solutions CRM Services and any other support services or any other blueMango solution’s ryosuite.com software/services/products (hereinafter collectively referred to as “ryosuite.com”), you agree to be bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" or “Customer” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I don’t accept" button and may not use the service. The terms contained herein are final and binding and replace any other agreement or negotiation, except the Subscription Agreement/Contract between you and blueMango solutions, whether oral, written or otherwise, including any statements and/or representations made to you by any representative of blueMango solutions at any time. Any amendments, changes, additions, deletions or other modifications of this Agreement are void unless specifically expressed in writing and agreed to by blueMango solutions.
1. Definitions
| 1.1 |
As used in this Agreement and in any Order Forms now or hereafter associated herewith, the following terms, to the extent not inconsistent with the context thereof, shall have the meanings assigned to them herein below: |
| i |
“Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the ryosuite.com web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ryosuite.com from time to time in its sole discretion; |
| ii |
“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the RYO SUITE; |
| iii |
“Customer Data” means any data, information or material provided or submitted by you to the RYO SUITE in the course of using the RYO SUITE; |
| iv |
“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the RYO SUITE; |
| v |
“Initial Term” means the initial period during which you are obligated to pay for the RYO SUITE equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); |
| vi |
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; |
| vii |
“License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the RYO SUITE; |
| viii |
“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the RYO SUITE pursuant to the Order Form(s); |
| ix |
“Order Form(s)” means the form evidencing the initial subscription for the RYO SUITE and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); |
| x |
“Online Order Center” means ryosuite.com's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; |
| xi |
“ryosuite.com” which provides a suite of software applications on SaaS model, is a brand marketed by blueMango solutions, incorporated under the provisions of the Indian Partnership Act, 1932, and having its registered office at Millennium Business Park, Unit 301, Building 6, Sector 3, TTC Industrial Area, Mahape, Navi Mumbai – 400703. |
| xii |
“ryosuite.com Technology” means all of blueMango solution’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ryosuite.com in providing the RYO SUITE; |
| xiii |
“RYO SUITE(s)” includes a suite of software applications like online customer relationship management, billing, project management, or other corporate ERP services identified during the ordering process, managed, operated, and maintained by ryosuite.com, accessible via http://www.ryosuite.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by ryosuite.com, to which you are being granted access under this Agreement, including the ryosuite.com Technology and the Content; |
| xiv |
“User(s)” means your employees, representatives, consultants, clients, contractors or agents who are authorized to use the RYO SUITE and have been supplied user identifications and passwords by you (or by ryosuite.com at your request). |
| |
Welcome
As part of the RYO SUITE, ryosuite.com will provide you with use of the RYO SUITE, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the RYO SUITE shall be deemed to be your agreement to abide by this Agreement including any materials available on the ryosuite.com web site incorporated by reference herein, including but not limited to ryosuite.com's privacy and security policies. For reference, a Definitions section is included above.
The ryosuite.com offers a suite of software applications like:
|
| - |
RYO CRM (Customer Relationship Management) |
| - |
RYO PROJECTS (Project Management) |
| - |
RYO BILLING(Billing & Invoice Management System) |
| - |
RYO ERP(Enterprise Resource Planning) |
| |
In addition, we offer a 15-day free trial of all these above mentioned software application with no further obligation. Please see our web site for features for the various products/applications. |
| 2. |
Privacy & Security; Disclosure |
| 2.1 |
ryosuite.com's privacy and security policies may be viewed at http://www.ryosuite.com. ryosuite.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from ryosuite.com from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference. Note that because RYO SUITE is a hosted, online application, ryosuite.com occasionally may need to notify all users of the RYO SUITE (whether or not they have opted out as described above) of important announcements regarding the operation of the RYO SUITE. If you become a paying customer of the RYO SUITE, you agree that ryosuite.com can disclose the fact that you are a paying customer and the software application of ryosuite.com that you are using. |
| 3. |
License Grant & Restrictions |
| 3.1 |
ryosuite.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the RYO SUITE, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ryosuite.com and its licensors. |
| 3.2 |
You may not access ryosuite.com if you are a direct competitor of ryosuite.com, except with ryosuite.com's prior written consent. In addition, you may not access the RYO SUITE for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. |
| 4. |
Use of RYO SUITE & ryosuite.com |
| 4.1 |
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make it available to any third party ryosuite.com or its Content in any way; (ii) modify or make derivative works based upon ryosuite.com or its Content; (iii) create Internet "links" to ryosuite.com or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the ryosuite.com in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of ryosuite.com, or (c) copy any ideas, features, functions or graphics of ryosuite.com. 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 RYO SUITE. |
| 4.2 |
ou may use ryosuite.com only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the RYO SUITE or the data contained therein; or (v) attempt to gain unauthorized access to the RYO SUITE or its related systems or networks. |
| 4.3 |
ryosuite.com authorizes you to view and download the materials at ryosuite.com only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials and on any copies of the materials. Except to the extent required by law or as expressly provided herein, you may not modify, reproduce, publicly display, perform, distribute, sell, resell, import, retransmit, translate, republish, reverse engineer or otherwise use the materials at ryosuite.com for any purpose whatsoever. Any use of these materials on any other web site or networked computer environment for any purpose is prohibited. ryosuite.com and the materials at ryosuite.com are proprietary works of blueMango solutions and any modification or unauthorized use of ryosuite.com or any materials at ryosuite.com would violate ryosuite.com’s / blueMango solution’s intellectual property rights. If you breach any of the terms of this Agreement, your authorization to use ryosuite.com and ryosuite.com automatically terminates your account and you must immediately destroy any downloaded or printed materials. |
| 5. |
Use of Software |
| 5.1 |
ryosuite.com hereby reserves the right to block any email from any open mail relay, IP address or other source that ryosuite.com believes is being used to send unsolicited commercial or bulk email, commonly known as span. |
| 6. |
Your Responsibilities |
| 6.1 |
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the ryosuite.com, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ryosuite.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ryosuite.com 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 ryosuite.com user or provide false identity information to gain access to or use the RYO SUITE. |
| 7. |
Account Information and Data |
| 7.1 |
ryosuite.com does not own any data, information or material that you submit to the RYO SUITE in the course of using the RYO SUITE ("Customer Data"). You, not ryosuite.com, 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 ryosuite.com 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), ryosuite.com 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. ryosuite.com 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 ryosuite.com shall have no obligation to maintain or forward any Customer Data. |
| 8. |
Intellectual Property Ownership |
| 8.1 |
ryosuite.com/blueMango solutions alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ryosuite.com Technology, Software, the Content and ryosuite.com applications and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to ryosuite.com. This Agreement is not a sale and does not convey to you any rights of ownership in or related to ryosuite.com, ryosuite.com Technology or the Intellectual Property Rights owned by ryosuite.com/blueMango solutions. blueMango solutions name, blueMango solutions logo, and the product names and logos associated with blueMango solutions (like ryosuite.com, ryocrm) are trademarks of blueMango solutions (registration process in progress), and no right or license is granted to use them. |
| 9. |
User Submissions |
| 9.1 |
Any material, information, or other communication you transmit or post to ryosuite.com through electronic mail will be considered non-confidential and non-proprietary ("Communications"). ryosuite.com will have no obligations with respect to the Communications. You acknowledge you are responsible for whatever Communications you submit and you, not ryosuite.com, have full responsibility for the message, including its legality, reliability, appropriateness, originality and copyright. ryosuite.com/blueMango solutions and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, text, images, sounds, and other things embodied therein for any and all commercial or non-commercial purposes without compensation to you or any other person sending the Communications. You are prohibited from posting or transmitting to or from ryosuite.com any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. |
10. |
Services |
10.1 |
You understand and agree that ryosuite.com applications are provided "AS-IS" and ryosuite.com assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by ryosuite.com’s registration form (such information being the registration data) and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ryosuite.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ryosuite.com has the right to suspend or terminate your account and refuse any and all current or future use of ryosuite.com (or any portion thereof). |
10.2 |
You acknowledge that ryosuite.com may or may not pre-screen content posted on ryosuite.com, but that ryosuite.com and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any content that is available via ryosuite.com. Without limiting the foregoing, ryosuite.com and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any Content created by ryosuite.com or submitted to ryosuite.com. |
10.3 |
You acknowledge, consent and agree that ryosuite.com may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; (e) Protect and defend the rights or property of ryosuite.com or its affiliated companies; (h) Act to protect the interests of its members or others; or (g) protect the rights, property, or personal safety of ryosuite.com, its users and the public. |
10.4 |
You understand that the technical processing and transmission of ryosuite.com, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. |
10.5 |
RYO SUITE shall be used for lawful purposes only. You agree and assure ryosuite.com not to: |
|
| (i) |
violate laws, regulations, ordinances or other such requirements of any applicable Central, State or local government or any other international laws; |
| (ii) |
engage in any activity that causes/may harm to minors; |
| (iii) |
perform any activity which is likely to cause such harm; |
| (iv) |
take any action which encourages or consists of any threat of harm of any kind to any person or property; |
| (v) |
carry out any "denial of service" or any other harmful attacks on application or internet service; |
| (vi) |
make any inappropriate, illegal or otherwise prohibited communication to any Newsgroup, Mailing List, Chat Facility, or other Internet Forum; |
| (vii) |
make or attempt any unauthorized access to any ryosuite.com web site or the web site of any ryosuite.com customer; |
| (viii) |
you agree not to upload, post, distribute, transmit or otherwise make available any data, text, message, computer file, or other material that infringes and/or violates any right of a third party or any domestic or international law, rule, or regulation, including but not limited to: |
| (ix) |
| a. |
infringement of any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software; |
| b. |
right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; |
| c. |
any confidentiality obligation. |
|
| (x) |
collect or attempt to collect personally identifiable information of any person or entity without their express written consent and you shall maintain records of any such written consent throughout the terms of this Agreement and for three years thereafter; |
|
10.6 |
You agree that any and all right or title to any engineering, coding, programming or customer service work or other modification of the RYO SUITE shall remain the sole property of ryosuite.com, at all times for all purposes. During the term of this Agreement, you may have access to certain information and materials relating to the ryosuite.com/blueMango solution’s business, customers, software technology and marketing which ryosuite.com treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this Agreement and otherwise as set forth herein:
| (i) |
hold in confidence, and not disclose or reveal to any person or entity, any "Confidential Information" without the express prior written consent of ryosuite.com; and |
| (ii) |
not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights under this Agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret. |
|
10.7 |
You agree that upon the assignment of your Customer ID and password you will maintain confidentiality of your account information and assume all responsibility of any loss, theft or other destruction of data as the result of access to your account via the use of your customer ID and/or your password. |
11. |
Third Party Interactions |
11.1 |
During use of the RYO SUITE, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through ryosuite.com. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. ryosuite.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. ryosuite.com does not endorse any sites on the Internet that are linked through RYO SUITE. ryosuite.com provides these links to you only as a matter of convenience, and in no event shall ryosuite.com or its licensors be responsible for any content, products, or other materials on or available from such sites. blueMango solutions provides ryosuite.com to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. |
12. |
Links To Other Web Sites |
12.1 |
Links to third party web sites from ryosuite.com are provided solely as a convenience to you. If you use these links, you will leave ryosuite.com. ryosuite.com has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, ryosuite.com does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to ryosuite.com, you do this entirely at your own risk.
|
12.2 |
ryosuite.com may provide, or third parties may provide, links to other World Wide web sites or resources. Because ryosuite.com has no control over such sites and resources, you acknowledge and agree that ryosuite.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ryosuite.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. |
13. |
Charges and Payment of Fees |
13.1 |
ryosuite.com shall charge RYO SUITE software service charges as specifically mentioned on the ryosuite.com web site (i.e. http://www.ryosuite.com) for the service Package/Plan opted. |
13.2 |
blueMango solutions/ryosuite.com reserves the right to modify their service charges and/or introduce new charges at any time upon at least 30 day prior notice to you, the same would be communicated through an email to you. A list of current charges per package is available on site. All pricing terms between you and ryosuite.com are confidential and you agree to not disclose them to any third party. However no promotional offers/rates can be combined. |
13.3 |
Unless otherwise specified in any offer or promotion, the charges published on the ryosuite.com at the relevant time, will apply to all transaction. The contract between you and ryosuite.com is effective from the earlier of (1) the activation of your premium subscribed account (not the trial account) or (2) receipt by ryosuite.com of the signed subscription agreement/contract from you confirming your order. |
13.4 |
Payments may be made annually, monthly; depending upon the package/plan opted for, or as otherwise mutually agreed upon. All payment obligations are non cancelable and all amounts paid are nonrefundable. |
13.5 |
You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. An authorized License Administrator may add licenses by executing an additional written Order Form or requesting for the same online. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged accordingly: (a) any licenses added before or on 20th of any month will be charged in full for that billing month. (b) Any licenses added after 20th of any month will not be charged at all for that billing month. |
13.6 |
ryosuite.com shall be free to offer promotional rates from time to time, which may or may not be more favorable than the terms under which you entered this Agreement. Any such rates shall not affect the existing rights/responsibilities of each party. |
13.7 |
Payment/s of service charges can be made by (i) Cheque, (ii) Draft (iii) Credit Card, due in advance, unless specifically stated otherwise. |
13.8 |
Payments shall be made in Indian Rupees (INR) / US dollars (USD) Only. |
13.9 |
You must provide ryosuite.com with approved purchase order information as a condition to signing up for the premium subscribed service. The provision of ryosuite.com applications from ryosuite.com/blueMango solutions will be subject to receipt of payments by blueMango solutions. |
13.10 |
Payment by Credit Card: Prior to activation of your premium subscribed user account and at any applicable time thereafter, you authorize ryosuite.com/blueMango solutions to charge your credit card depending on your order, together with applicable charges. You further authorize ryosuite.com/blueMango solutions to charge your credit card for subsequent periods, at the commencement of any such subsequent period. Should you fail to provide credit card authorization ryosuite.com/blueMango solutions at its sole discretion will have the right to suspend your account and/or terminate your account, without any notice. |
13.11 |
ryosuite.com/blueMango solution is a product created for general masses available on As Is Basis without any warranties unless specifically mentioned. ryosuite.com shall charge an extra amount for customization if the user is interested to customize/add features and/or functionalities to the chosen RYO SUITE software application. The charges for these customizations will be communicated to you separately and billed accordingly as per the mutual agreement between you and ryosuite.com/blueMango solutions for those customizations and maintenance of the same. |
13.12 |
You will be required to fill in a registration form at the time of registration of the free / premium subscription service of ryosuite.com software applications on the basis of which you will be issued, (i) a client ID, with an individual URL for accessing the chosen application (ii) admin user id (for administrator) and (iii) password. An admin user will own the rights of deleting/editing the users, as per the Plan. The admin user will own all the rights to access each of the User accounts, as the user id and passwords are available with Administrator. To add user accounts, the Administrator of a particular user/company account will need to get in touch with the ryo Team/blueMango solutions Team. |
13.13 |
user id’s and passwords, as the data requires complete security from users end. Administrator at all times, is entirely responsible for maintaining the confidentiality of your’s and all other |
14. |
Excess Data Storage Charges |
14.1 |
Currently there is no limit to the data storage for any of the ryosuite.com applications and hence no excess data storage charges are applicable. ryosuite.com reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. |
15. |
Billing and Renewal |
15.1 |
ryosuite.com charges and collects in advance for use of the ryosuite applications. ryosuite.com will automatically renew and issue an invoice to you and/or bill your credit card (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license price in effect during the prior term, unless ryosuite.com has given you at least 30 days prior written notice of a service charge increase, which shall be effective upon renewal and thereafter. Service charges for other services will be charged on an as-quoted basis. ryosuite.com's service charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties in addition to this service charges. |
15.2 |
You agree to provide ryosuite.com 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, ryosuite.com reserves the right to terminate your access to the ryosuite in addition to any other legal remedies. |
15.3 |
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. |
16. |
Non-Payment and Suspension |
16.1 |
In addition to any other rights granted to ryosuite.com herein and any other legal remedies available to ryosuite.com under law, ryosuite.com reserves the right to suspend or terminate this Agreement and your access to and use of the ryosuite if your account becomes delinquent (falls into arrears) or if the fees and charges payable by you under this Agreement in respect of the use of the ryosuites is not received by ryosuite.com when due and payable. Delinquent invoices (accounts in arrears) and the amount of unpaid fees and charges are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or ryosuite.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ryosuite.com may bill you for such unpaid fees or otherwise charge such unpaid fees to your credit card. |
16.2 |
ryosuite.com reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the ryosuite. You agree and acknowledge that ryosuite.com has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 10 days or more delinquent. |
| 17. |
Termination upon Expiration/Reduction in Number of Licenses |
| 17.1 |
This Agreement commences on the Effective Date. ryosuite.com software application licenses term is one year. The date of commencement of services will be when you pay for the ryosuite.com software applications and sign the subscription agreement/contract or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at ryosuite.com's then service charges. 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 seven (30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the ryosuite indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), ryosuite.com 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. Although if the customer has breached the contract and/or defaulted and not made payment for the outstanding then ryosuite.com/blueMango solutions reserves the right to not return the customer data until the payments have been cleared. You agree and acknowledge that ryosuite.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. |
| 18. |
Termination for Cause |
| 18.1 |
Any breach of your payment obligations or unauthorized use of the ryosuite.com Technology, Software application or ryosuite.com will be deemed a material breach of this Agreement. ryosuite.com, in its sole discretion, may terminate your password, account or use of the ryosuite if you breach or otherwise fail to comply with this Agreement. In addition, ryosuite.com may terminate a trial account at any time in its sole discretion. You agree and acknowledge that ryosuite.com 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. |
19. |
Representations & Warranties |
19.1 |
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ryosuite.com/blueMango solutions represents and warrants that it will provide ryosuite.com applications in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the ryosuite.com will perform substantially in accordance with the online ryosuite.com help 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 ryosuite.com and that your billing information is correct. |
20. |
Mutual Indemnification |
20.1 |
You hereby indemnify and keep indemnified and hold ryosuite.com/blueMango solutions, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ryosuite.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ryosuite.com of all liability and such settlement does not affect ryosuite.com's business or ryosuite); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. |
20.2 |
ryosuite.com/blueMango solutions shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by ryosuite.com of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ryosuite.com; provided that you (a) promptly give written notice of the claim to ryosuite.com; (b) give ryosuite.com sole control of the defense and settlement of the claim (provided that ryosuite.com may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ryosuite.com all available information and assistance; and (d) have not compromised or settled such claim. |
20.3 |
ryosuite.com/blueMango solutions shall have no indemnification obligation, and you shall indemnify ryosuite.com/blueMango solutions pursuant to this Agreement, for claims arising from any infringement arising from the combination of the ryosuite with any of your products, service, hardware or business process(s). |
21. |
Disclaimer of Warranties |
21.1 |
RYOSUITE.COM/BLUEMANGO SOLUTIONS MAKES EVERY EFFORT TO MAINTAIN OPERATION OF RYOSUITE.COM. HOWEVER BECAUSE OF CIRCUMSTANCES BEYOND CONTROL OF RYOSUITE.COM, RYOSUITE.COM DOES NOT IN ANY MANNER WARRANT/GUARANTEE AVAILABILITY OF THE RYOSUITE.COM SOFTWARE APPLICATIONS OR SERVERS AND IS NOT RESPONSIBLE FOR ANY DELAY OR LOSS OF DATA, LACK OF CONNECTION, SLOW CONNECTION, OR ANY OTHER SUCH RELATED ISSUES. RYOSUITE.COM, MAY, AT ITS SOLE DISCRETION, LIMIT OR DENY ACCESS TO ITS SERVERS, IF, IT IS FELT THAT SUCH LIMITATIONS OR DENIALS OF ACCESS ARE MANDATED/REQUIRED TO ASSURE THE SECURITY/INTEGRITY OF NETWORK STRUCTURE, OR TO PREVENT ANTICIPATED DAMAGE TO THE NETWORK/SOFTWARE / DATA STORED ON RYOSUITE.COM SERVERS. |
21.2 |
RYOSUITE.COM SHALL NOT BE LIABLE, FOR ANY, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROJECTS, DAMAGE TO COMPUTER SYSTEM OR DAMAGES, FOR LOSS OF PROFITS/DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE/PERFORMANCE OF RYOSUITE.COM ARISING IN CONTRACT, TORT OR OTHERWISE FROM THE USE OF OR INABILITY TO USE AN APPLICATION, OR ANY OF ITS CONTENTS, OR FROM ANY ACT OR OMISSIONS AS A RESULT OF USING AN APPLICATION OR CONTENTS OR FOR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF INFORMATION CONTAINED ON RYOSUITE.COM. |
21.3 |
RYOSUITE.COM/BLUEMANGO SOLUTIONS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RYOSUITE.COM OR ANY CONTENT. RYOSUITE.COM/BLUEMANGO SOLUTIONS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE RYOSUITE.COM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) RYOSUITE.COM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH RYOSUITE.COM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) RYOSUITE.COM OR THE SERVER(S) THAT MAKE RYOSUITE.COM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RYOSUITE.COM AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RYOSUITE.COM/BLUEMANGO SOLUTIONS AND ITS LICENSORS. |
21.4 |
You agree that the information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal, on which ryosuite.com has no control. ryosuite.com, therefore, accepts no responsibility for any information which you may receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. |
22. |
Internet Delays |
22.1 |
BLUEMANGO SOLUTION’S RYOSUITE.COM APPLICATIONS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BLUEMANGO SOLUTIONS/RYOSUITE.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. |
23. |
Limitation of Liability |
23.1 |
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 THE RYOSUITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE RYOSUITE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE RYOSUITE, 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. |
24. |
Notice |
24.1 |
ryosuite.com/blueMango solutions may give notice by means of a general notice on ryosuite.com, electronic mail to your e-mail address on record in ryosuite.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in ryosuite.com'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 first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ryosuite.com (such notice shall be deemed given when received by ryosuite.com) at any time by any of the following: letter sent by confirmed facsimile to ryosuite.com at the following fax number - 912227782379; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ryosuite.com at the following address – blueMango solutions, Millennium Business Park, Unit 301, Building 6, Sector 3, TTC Industrial Area, Mahape, Navi Mumbai - 400703, addressed to the attention of: Founder/Partner. |
25. |
Modification to Terms |
25.1 |
ryosuite.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. |
26. |
Assignment; Change in Control |
26.1 |
This Agreement may not be assigned by you without the prior written approval of ryosuite.com but may be assigned without your consent by ryosuite.com to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ryosuite.com directly or indirectly owning or controlling 50% or more of you shall entitle ryosuite.com to terminate this Agreement for cause immediately upon written notice. |
27. |
Force Majeure |
27.1 |
Either party to this Agreement shall be excused from delay or failure in performance of it’s respective obligations for reason of any occurrence/contingency which is beyond reasonable control, including but not limited to, acts of God, earthquake, floods, riots, war, and Governmental dictums. |
27.2 |
In addition to any event of force majeure as described in the foregoing paragraph, ryosuite.com/blueMango solutions may terminate this Agreement if ryosuite.com, at its sole discretion, elects to cease doing business for any other reason whatsoever. |
28. |
Severability |
28.1 |
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. |
29. |
Dispute/Arbitration/Jurisdiction |
29.1 |
Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and decided by arbitration exclusively within jurisdiction of Mumbai. The appointed arbitrator must have substantial experience with respect to Information Technology Laws. The arbitration proceeding shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996. Arbitration proceedings shall be commenced within thirty (30) days of receipt of a written notice. The award will be final and binding upon the parties in accordance with applicable law. |
29.2 |
The Agreement shall exclusively be subject to Mumbai jurisdiction and shall be interpreted under the Indian Laws, without regard to any conflicting laws. |
30. |
No Agency |
30.1 |
Nothing contained herein shall be interpreted as creating an agency, partnership or joint venture between blueMango solutions/ryosuite.com and you. |
31. |
General |
31.1 |
No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. |
31.2 |
The failure of ryosuite.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by blueMango solutions/ryosuite.com in writing. |
31.3 |
This Agreement, together with any applicable Order Form, comprises the entire agreement between you and blueMango solutions/ryosuite.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. |
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@ryosuite.com
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