The use of “www.onrainsolution.in” website is subject to the following Terms and Conditions. OnRain Solution holds the right to modify the Terms and Conditions without any prior notice. Any violation to the Terms and Conditions mentioned here may result in immediate termination and/or suspension of the services being provided currently.
Acceptance of Deliverable’s:
Client shall execute a written approval (including email) upon completion of each of the deliverable identified in the system specifications. OnRain Solution shall rely on such written approval as client’s acceptance of such deliverable, including, but not limited to, acceptance of its design, content, layout, color, format, navigation, and functionality. Any modifications in the deliverable(s) after execution of the written approval by client shall be subject to additional billing based on the rates offered by OnRain Solution.
Client recognizes that the any project under consideration is an iterative process and based on client’s approval, hence the timelines of delivery are not solely in the hands of OnRain Solution. Client shall agree to perform each and every task assigned to him/her as set forth in this agreement and the related System Specifications, and to provide all assistance and cooperation to OnRain Solution in order to complete the website/SEO/web application/mobile application Project timely and efficiently. The client undertakes to provide approvals and feedback within 3 working days of receiving project modules, pages, designs, content, key-phrases list for SEO, applications’ access and other related information from the OnRain Solution in written email form. OnRain Solution shall not be deemed in breach of this Agreement, the System Specifications or any milestone. In the event OnRain Solution fails to meet its time schedules, this delay is caused by client’s failure to meet (or delay in) their responsibilities and time schedules set forth in the System Specifications or this Agreement. Client shall bear the expenses for making any changes or additions to client’s current systems, software and hardware that may be required to support operation of the Website. Unless otherwise agreed with OnRain Solution or reflected in a Change Order, client shall be responsible for initially populating and then maintaining any databases on the Website as well as providing all content for the Website.
Client hereby grants OnRain Solution the right to use the name and service marks of client in its marketing materials, which shall include naming client as a client of OnRain Solution and a brief scope of services provided. In addition, Client hereby grants iSolution the right to display its logo (or other identifying information) and hyperlinks to OnRain Solution Website (currently “www.OnRainsolution.in”) on the home page/sub-pages of the Website. OnRain Solution would however restrict the size (font and logo) of such hyperlinks to the bare minimum to only facilitate basic visibility. Either party may elect to issue a press release related to this Agreement.
Website Development Investment:
Client agrees to pay the total amount of money as per the latest proposal sent by OnRain Solution to the client for development of the Website Development/SEO/web application development/mobile application development/ Web Hosting /Domain Registration. Applicable taxes would be levied additionally unless specified in the latest proposal to the client. The advance or any milestone payment paid to OnRain Solution by the client shall not be refundable even if the client refuses to continue with this agreement at any stage.
Payment of Invoices:
The advances paid and milestone/stage completion based payments are non-refundable in any circumstances. All invoices shall be paid by client within seven (7) days of receipt of the invoice. Payments not made within such time period shall be subject to late charges equal to the lesser of (i) one and a half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. The client agrees that even in case the client has made timely payments for domain, email and web hosting services but has defaulted in making payments for “any other development work’, OnRain Solution would be entitled to suspend all services including domain, email and web hosting services after seven (7) days written notice until the amounts outstanding are paid in full.
Except as otherwise set forth in this section, client and OnRain Solution agree that upon full payment of the fees associated with the development of the Website/SEO service completion/Project Delivery, client shall be assigned all worldwide rights, titles and interests in and to the Website (including, its source code, custom programming and documentation). Client and OnRain Solution agree that OnRain Solution shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual copyright and license to the Custom Programming. Client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the Website/Project, its look and feel, any logos, any “tag lines” or any other Website/Project content or documentation. Client and OnRain Solution also agree that the design and development of client’s website may include source code, documentation, and/or application programs that were previously written or developed by OnRain Solution and modified to meet client’s specific requirements. Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the client and remain the property of their respective owners. OnRain Solution will not be responsible for any action taken by the users of the client’s website based on the information provided on the website. All the content, text, images, graphics, data (the “material”) provided by the client for use in the website shall be the sole responsibility of the client and the client will ensure all legal sanctions, intellectual property permissions and other safeguards for the use of such material. OnRain Solution will not be held responsible for the use of such material or any related copyright violation and the client shall keep OnRain Solution indemnified at all times.
This Agreement shall be effective from the date of accepting of this Agreement and shall continue in effect until complete payment of the Development Price or until earlier terminated as provided in this Agreement or until the contracted services have been completed.
This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. Client shall pay OnRain Solution for all services rendered and work performed up to the effective date of termination for any reason.
Limited Warranties Website:
OnRain Solution shall not be liable for failures caused by third party hardware or software (including client’s own systems), misuse of the Website, malicious hacking, or the negligence or willful misconduct of client.
Disclaimer of Warranties:
Except as set forth in this Agreement, the Website/Project is provided on an “as is” and “as available” basis, and OnRain Solution expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchant-ability and fitness for a particular purpose.
Limitation of Liability:
In no event shall either party be liable to the other or any third party, for any incidental consequential damages arising out of or connected in any way with this Agreement or the Website/project or domain registration or web hosting, for any claim by any third party. The total liability for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) to the other shall not exceed the development price (total fees being charged by OnRain Solution as per the latest proposal submitted by OnRain Solution) of the Website/SEO/Project or Web Hosting or Domain Registration. This limitation of liability shall apply even if the express warranties set forth above fail in their essential purpose.
Third Party Disclaimer:
OnRain Solution commits no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
Indemnification Obligations Client Indemnity:
Client shall indemnify and hold OnRain Solution (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by OnRain Solution under all circumstances as a result of any claim, judgment, or adjudication against OnRain Solution related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips/files, text, data, pictures, images, logos, signs, trademarks, figures, opinions, messages or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by client to OnRain Solution (the “Client Content”), or (b) a claim that OnRain Solution’ use of the client content infringes the Intellectual Property rights of a third party.
I Solution Indemnity:
OnRain Solution shall indemnify and hold client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by client as a result of any claim, judgment, or adjudication against client arising from a claim that client’s use of the OnRain Solution custom programming, as permitted under this Agreement, infringes Intellectual Property rights of a third party.
I Solution Shall Have No Obligation to Indemnify Client under This Section to the Extent the Infringement Arises From
- Client Content,
- Specifications provided by client or its agents;
- Derivative works of the Website/Project created by client,
- Use of the Website in combination with non- OnRain Solution approved third party products, including hardware and software,
- Modifications or maintenance of the Website by a party other than OnRain Solution.
- Misuse of the Website, and
- Failure of client to implement any improvement or updates to the Website, if the infringement claim would have been avoided by the use of the improvement or updates.
Both parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement. The parties agree that neither party will offer any form of full-time or part-time non consultancy based employment to the other party’s employees and officers for a period of 1 year after the execution of this Agreement.
Choice of Law and Forum:
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Republic of India (Bharat Ganarajya).
Independent Contractor Status:
Client and OnRain Solution agree that OnRain Solution shall perform its duties under this Agreement as an independent contractor.
This Agreement and all exhibits and schedules set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements (Other than Non-Disclosure Agreements signed directly with the client), representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. In case of Client seeking additional services from OnRain Solution, this Agreement would stand valid unless a new agreement is signed on.
In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.