Terms of Use

This Services Agreement (this "Agreement" or "Terms of Use") contains the terms and conditions that govern your access to and use of the Service (as defined below) and is an agreement between Cynapta Software Private Limited ("Cynapta", "we," "us," or "our") and you or the entity you represent ("you" or "your"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind such entity and you have all the necessary authority to represent your company.

1. ACCEPTANCE OF TERMS AND CONDITIONS
1.1. By using this Site, you agree to the terms and conditions that we have provided. If you do not wish to agree to the outlined terms and conditions as provided under this Agreement, please refrain from using the Site.
1.2. Cynapta reserves the right to make any changes to the Terms of Use and/or our Privacy Policy (which is incorporated herein by reference) as we deem necessary or desirable without prior notification to you. We suggest to you, therefore, that you re-read this important notice containing our Terms of Use and Privacy Policy from time to time in order that you stay informed as to any such changes. If we make changes to our Terms of Use and Privacy Policy and you continue to use our Site, you are impliedly agreeing to the Terms of Use and Privacy Policy expressed herein.
2. DEFINITIONS
2.1. "Acceptable Use Policy" means the policy currently available at www.cloudportam.com, as we may update it from time to time.
2.2. "API" means an application program interface.
2.3. "Confidential Information" means all non-public information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) non-public information relating to our or our affiliates or business partners' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
2.4. "Content" means content, we or any of our affiliates make available in connection with the Services or on the Site to allow access to and use of the Services and other related technology. The Content does not include the Services.
2.5. "Marks" means any trademarks, service marks, service or trade names, logos, and other designations of Cynapta and its affiliates that we may make available to you in connection with this Agreement.
2.6. "Support Guidelines" means the guidelines currently available at the Site, as we may update them from time to time.
2.7. "Site" means www.cloudportam.com and any successor or related site designated by us.
2.8. "End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own account, rather than your account.
2.9. "Policies" means the Acceptable Use Policy, Support Guidelines, the Terms of Use, all restrictions described in the Content and on its Site, and any other policy or terms referenced in or incorporated into this Agreement.
2.10. "Privacy Policy" means the privacy policy currently referenced at the Site as we may update it from time to time.
2.11. "Services" means all software services provided by Cynapta.
2.12. "Term" means the term of this Agreement described in Article 10.1.
2.13. "Third Party Content" means Content made available to you by any third party on the Site or in conjunction with the Services.
2.14. "Your Content" means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.
3. USE OF THE SERVICES
3.1. Generally. You may access and use the Services in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Services, including the Acceptable Use Policy and the other Policies as defined in Article 2.
3.2. Your Account. To access the Services, you must create an account on the Site associated with a valid e-mail address. Unless explicitly permitted under this Agreement, you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Article 9.
3.3. Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk with no liability on Cynapta.
4. MODIFIED TERMS
4.1. Cynapta reserves the right at all times to discontinue or modify any of our Terms of Use and/or our Privacy Policy as we deem necessary or desirable without prior notification to you. Such changes may include, among other things, the adding of certain fees or charges. We suggest to you, therefore, that you re-read this important notice containing our Terms of Use and Privacy Policy from time to time in order that you stay informed as to any such changes. If we make changes to our Terms of Use and Privacy Policy and you continue to use our Site, you are impliedly agreeing to the Terms of Use and Privacy Policy expressed herein. Any such deletions or modifications shall be effective immediately upon Cynapta's posting the revised terms on the Site. Any use of the Site by End User after such posting shall be deemed to constitute acceptance by End User of such modifications.
5. SECURITY AND DATA PRIVACY
5.1. Security. Without limiting Article 13 or your obligations under Article 6, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
5.2. Data Privacy. We participate in the safe harbor programs described in the Privacy Policy. You may specify the regions in which Your Content will be stored and accessible by End Users. We will not move Your Content from your selected regions without notifying you, unless required to comply with the law or requests of governmental entities. You consent to our collection, use and disclosure of information associated with the Services in accordance with our Privacy Policy, and to the processing of Your Content in, and the transfer of Your Content into, the regions you select.
6. YOUR RESPONSIBILITIES
6.1. Your Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
  6.1.1. the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Services;
  6.1.2. compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law;
  6.1.3. any claims relating to Your Content; and
  6.1.4. properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person's rights, including notices pursuant to the Digital Millennium Copyright Act.
6.2. Other Security and Backup. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. Log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
6.3. End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users' use of Your Content and the Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User's access to Your Content and the Services.
6.4. End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
7. END USER CONDUCT
7.1. This Site is private property. All interactions on this Site must comply with these Terms of Use. Although we welcome and encourage user interaction on our Site, we do insist and require that all End Users restrict any and all activity in connection with the use of this Site to that which involves lawful purposes only. End User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Cynapta's express prior, written approval, contains advertising or any solicitation with respect to Services. Any conduct by an End User that in Cynapta's exclusive discretion restricts or inhibits any other End User from using or enjoying this Site is strictly prohibited. End User shall not use this Site or any of the Microsites to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with Cynapta. The foregoing provisions of this Article 7 apply equally to and are for the benefit of Cynapta, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
8. FEES AND PAYMENT
8.1. Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services as described on the Site using one of the payment methods we support. All amounts payable under this Agreement will be made without set-off or counter-claim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 (Thirty) days' advance notice. We may charge you interest at the rate of 1.5% (One Point Five Percent) per month (or the highest rate permitted by law, if less) on all late payments.
8.2. Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales/service tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
9. TEMPORARY SUSPENSION
9.1. Generally. We may suspend your or any End User's right to access or use any portion or all of the Services immediately upon notice to you if we determine:
  9.1.1. your or an End User's use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other Site customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
  9.1.2. you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 (Fifteen) days; or
  9.1.3. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
9.2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:
  9.2.1. you remain responsible for all fees and charges you have incurred through the date of suspension;
  9.2.2. you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and
  9.2.3. we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.
9.3. Our right to suspend your or any End User's right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Article 10.
10. TERM AND TERMINATION
10.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with this Article 10.
10.2. Termination.
  10.2.1. Termination for Convenience. You may terminate this Agreement for any reason by (i) providing us 30 (Thirty) days' notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 (Thirty) days advance notice.
  10.2.2. Termination for Cause.
    a) By Either Party. Either party may terminate this Agreement for cause upon 15 (Fifteen) days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 15 (Fifteen) day notice period.
    b) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Article 9, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Services by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
10.3. Effect of Termination.
  10.3.1. Generally. Upon any termination of this Agreement:
    a) all your rights under this Agreement immediately terminate;
    b) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
    c) you will immediately return or, if instructed by us, destroy all Content belonging to Cynapta in your possession; and
    d) Article 6.1, Article 7, Article 8.2, Article 10.3, Article 11, Article 12, Article 13 and Article 14 will continue to apply in accordance with their terms.
  10.3.2. Post-Termination Assistance. Unless we terminate your use of the Services pursuant to Article 10.2.2(b), during the 30 (Thirty) days following termination:
    a) we will not erase any of Your Content as a result of the termination;
    b) you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Services and all other amounts due; and
    c) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.
10.4. Any additional post-termination assistance from us is subject to mutual agreement by you and us.
11. PROPRIETARY RIGHTS
11.1. Everything located on or in this Site, is either the exclusive property of Cynapta, or property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Cynapta. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF CYNAPTA IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject you or the End User to civil and / or criminal penalties.
11.2. This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of Cynapta protected by copyright as a collective work under the applicable copyright laws. Cynapta owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You or the End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Cynapta and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You and the End User acknowledge that he/she/it does not acquire any ownership rights by downloading copyrighted material. Marks that are located within or on the Site otherwise owned or operated in conjunction with Cynapta shall not be deemed to be in the public domain but rather the exclusive property of Cynapta, unless such site is under license from the Mark owner thereof in which case such license is for the exclusive benefit and use of Cynapta, unless otherwise stated.
11.3. You or the End User shall not upload post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Cynapta does not have any express burden or responsibility to provide you or the End User with indications, markings or anything else that may aid you or the End User in determining whether the material in question is copyrighted or trademarked. You and the End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, you and the End User warrant that the owner of such material has expressly granted Cynapta the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You and the End User also permit any other end user to access, view, store or reproduce the material for that end user's personal use. You and the End User hereby grant Cynapta the right to edit, copy, publish and distribute any material made available on this Site by you or the End User. The foregoing provisions of Article 11 apply equally to and are for the benefit of Cynapta, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
11.4. In the event any transaction or attempted transaction relating to any item, goods or services, which is violation of this Terms of Use or applicable law comes to your knowledge, you shall take steps to inform Cynapta of the same.
12. INDEMNIFICATION
12.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) your or any End Users' use of the Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
12.2. Process. We will promptly notify you of any claim subject to Article 12.1, but our failure to promptly notify you will only affect your obligations under Article 12.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
13. DISCLAIMERS
13.1. THE SERVICES ARE PROVIDED "AS IS." WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
14. LIMITATIONS OF LIABILITY
14.1. WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THIS AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO HALF THE AMOUNT YOU ACTUALLY PAID TO US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING 3 (THREE) MONTHS PRECEDING THE CLAIM.
15. MODIFICATIONS TO THE AGREEMENT
15.1. We may modify this Agreement (including any Policies) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Article 16.5. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement.
16. MODIFICATIONS TO THE AGREEMENT
16.1. Confidentiality and Publicity. You may use Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will (Five) year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
16.2. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
16.3. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.
16.4. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
16.5. Notice.
  16.5.1. To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
  16.5.2. To Us. To give us notice under this Agreement, you must contact Cynapta Software Private Limited at: (i) by electronic mail to support@cloudportam.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Cynapta Software Private Limited, C-25 Haridas Ji Ki Magri, Udaipur – 313001, Rajasthan, India. We may update the electronic mail or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
  16.5.3. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
16.6. Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Article 16.6 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
16.7. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
16.8. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
16.9. Governing Law; Venue. The laws of India, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Services or this Agreement where a party seeks aggregate relief of INR 10,000/- (Rupees Ten Thousand Only) or more will be adjudicated in Rajasthan, India. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party's intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
16.10. Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Article 5 of this Agreement contain our and our affiliates' entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
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