Terms & Conditions

This Agreement is a contract between You (the Customer) and Us (RWEBSOFT TECHNOLOGIES PVT LTD). It governs Your acquisition and use of Our Services.

By accepting this agreement on behalf of a company or other legal entity or person, either by clicking a box indicating Your acceptance in a portal to one of our web development, business growth and other services or by executing an Order Form that references this Agreement, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the Services.

1. DEFINITIONS

“Access Fees” means the amount You pay to access Our Services. Access Fees may be structured as a fixed fee for a fixed period, a fixed fee per unit of time, a fixed fee per User for a fixed period, a fixed fee per User per unit of time, a metered fee based on some other measurable characteristic or some combination thereof. Access Fees are sometimes referred to as “Recurring/Retainer/Service Fees” in an Order Form. All fees will be specifically identified in the Order Form, including or excluding GST as mentioned.

“Agreement” means this document along with any other documents referenced herein, together with when applicable, an executed Order Form and any associated Description of Services (DoS) or Statement of Work (“SoW”).

“Customers” means users who provide us access to their business details and other tech stack supporting their sales, marketing or client success functions to help Us further develop Our products or services in return for agreed pricing on a limited basis.

“Confidential Information” means all information provided by You or Us (“Disclosing Party”) to the other party (“Receiving Party”), only in writing that is designated as confidential or would otherwise generally be deemed as confidential to a reasonable person. Confidential information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party before receipt from the Disclosing Party.

“Customer” means the legal entity on whose behalf this Agreement is entered into with CTA9. Use of the terms “You” and “Your” refers to the Customer.

“Customer Data” means Direct Customer Data and Indirect Customer Data.

“Direct Customer Data” means all the information that you submit or collect via the components of the Subscription Services manifested from Our Intellectual Property including data derived from calculations and manipulations provided through any of our services but excluding anonymized benchmarking data that may be provided across multiple customers.

“Documentation” means our online user guides, documentation, and help and training materials are updated from time to time, accessible on our website or via the login to the Services.

“Indirect Customer Data” means all the information that you submit or collect via Third-Party Services. In the case of Third-Party Services engaged by You with Third-Party Non-Partner Providers, the Indirect Customer Data is governed by Your agreements with those providers. In the case of Third-Party Services engaged by Us with Third-Party Partners, the Indirect Customer Data is governed by the appropriate appendix to this Agreement relevant to each Third-Party Partner.

“Instrumentation” means the configuration of third-party technology done by Us to surface measurements underlying the Services. This instrumentation will typically include hidden fields on web forms, a managed package within the CRM You use and trackers configured in conversation intelligence tools You use.

“Order Form” means the form, proposal or online subscription process executed by You in which you agree to purchase the Services. The Order Form identifies what You are purchasing from Us. The Order Form may also include a Statement of Work.

“Professional Services” means Our Services and Third-Party Professional Services.

“Recurring Fees” means Access Fees.

“RWEB.IN” means the legal entity RWEBSOFT Technologies Pvt. Ltd., with the principal place of business located in Jaipur, India. Use of the terms “We”, “Us” and “Our” refers to CTA9.

“Standard Support” means the right to access Our customer support personl with questions or issues You may have regarding Your use of the Services. Support is available from 10 AM to 5 PM IST, Monday through Friday excluding holidays. Support submissions are accepted at any time via email or other mutually acceptable digital mechanisms though responses to these submissions are only provided during the hours that support is available.

“Third-Party Partners” means those third parties engaged by Us to provide Third-Party Services.

“Third-Party Non-Partner Providers” means those third parties engaged by You to provide Third-Party Services.

“Third-Party Professional Services” means professional services or related services provided by Third-Party Partners.

“Third-Party Services” means Third-Party Professional Services and Third-Party Subscription Services.

“Third-Party Subscription Services” means services that are developed, operated and maintained by Third-Party Partners and Third-Party Non-Partner Providers. You may have subscribed to these services by executing an Order Form with Us, by executing an agreement directly with the Third-Party Partner or Third-Party Non-Partner Provider or by Us otherwise making the services available to You.

“Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Services on your behalf and have unique user identifications and passwords for accessing the Subscription Services.

1. CHANGES TO THIS AGREEMENT

We periodically update the terms and conditions of this Agreement to reflect changes in applicable laws, changes in Our business practices or simply to provide more clarity. The most recent version of the terms and conditions of this Agreement can be found on Our website at rweb.in. To the extent that We make any changes to the terms and conditions that are in Our sole discretion, material to the business relationship between You and Us (“Material Change in Terms”), we will publish these changes on the portal within which you can access and stay updated. To the extent You object to such Material Change in Terms, You must provide us with written notice of Your objection within thirty (10) calendar days of the date We published the changes (“Rejection of Terms Notice”). You can do this by sending an email to manish@rweb.in. Provided You have sent Us such Rejection of Terms Notice in accordance with the preceding sentences, You will be permitted to continue to use the Services under the immediately prior terms and conditions through the end of the current Service Period. We will consider any Rejection of Terms Notice to be equivalent to a Notice of Non-Renewal as described elsewhere in this Agreement, and this Agreement will not renew beyond the current Subscription Period.

SUBSCRIPTION SERVICES

Access. During the Subscription Period, We will provide You access to the Subscription Services to which you have subscribed in accordance with the terms of this Agreement. You may only give or otherwise facilitate access to the Subscription Services as provided for in this Agreement and the Acceptable Use Policy referenced herein. Anyone with access to your login credentials will be considered to be Users authorized by You and their use of the Subscription Services will be considered to be authorized by You. Unless otherwise indicated on the Order Form, you are not permitted to allow any individual or entity outside of your organization to use the Subscription Services under this Agreement.

Limits. Limits may apply to the number of Users, storage capacity or some other measurable characteristic. To the extent that Your use of the Subscription Services exceeds such limits, We will notify You that Your use of the Subscription Services exceeds such limits. You will have thirty (30) days to pay charges associated with Your use in excess of limits or to modify Your use such that it complies with said limits.

Modifications. We may modify the Subscription Services from time to time, which could include adding or deleting features and functions. We will not modify the Subscription Services in such a way as to materially reduce the functionality or scope of work of the Subscription Services provided to You during the Service Period. We may provide some or all of the Subscription Services through Third-Party Partners.

Additional Services. To the extent that We offer additional functionality in Subscription Services that You have not subscribed to, you may subscribe to these additional Subscription Services by executing a new Order Form.

Third-Party Subscription Services. You may also purchase Third-Party Subscription Services directly from Third-Party Non-Partner Providers or directly from Third-Party Partners referred to You by Us. Any purchase by You of Third-Party Subscription Services is governed solely by any agreement between You and such Third-Party Partner or Third-Party Non-Partner Providers. We do not warrant or support Third-Party Subscription Services subscribed to directly with Third-Party Non-Partner Providers or Third-Party Partners whether referred to You by Us or not. You agree to provide Us with administrator access to all Third-Party Subscription Services that We deem relevant in order for Us to provide You with the CTA9 Services.

Customer Support. Unless otherwise stated in the Order Form, the Access Fees You pay to Us include Standard Support.

Payment against Invoice. We will invoice You in accordance with the terms in this Agreement or the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due next 30 days from the invoice date.

Payment Information. You will keep Your contact information, billing information and bank account information (where applicable) up to date. For some of the Services, You will be able to provide/update this information directly through the portal by which You access the Services. For other Services, We will send an initial invoice to the billing contact/address provided on the Order Form and that invoice will provide directions for submitting or updating this information.

Suspension of Service for Late Payment. If any amount owed by You under this or any other agreement for Our services is more than 30 days overdue, We may, without limiting Our other rights and remedies, suspend Our Services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue before suspending services to You. We will not exercise Our rights under this section if You are, in Our sole discretion, disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Taxes. Our fees include GST tax as specified in the invoice.

We have partnered up with HubSpot, Zoho, Google, Microsoft and other third party vendors to offer CMS, CRM, Email and other software services. Apart from owning your data for service purposes, those third party vendors will also own your data to which you can directly get in touch with them. By using their services you agree to their privacy and terms of service policies which are available on their respective websites or portals.

To maintain the quality of the service, we recommend keeping admin access to the portals we’ve setup your digital assets (email, website, CRM) and may not provide you with the admin access to keep the configuration safe from any mishappening with the tech setup at your end. If you want complete access and don’t want us as admin in your portals, we can provide the same but then you won’t have access to our support for any downtime or issues caused by damage to original configuration.

Domain and email renewal charges can vary as per the providers and we can only confirm the exact pricing on that particular date and time.

For the website service we provide, we do not provide changes to the skeleton of the website pages. Only content changes are accepted and that too for a limited number of times.

The free email we provide is hosted and owned by Zoho corporation. If you misuse the email services or break their terms and conditions or any legal law set by our or other countries, Zoho might close or restrict your email account. In such case, we might not able to help and you have to get in touch with the Zoho team. Under no condition, RWEBSOFT TECHNOLOGIES Pvt Ltd will be held liable for personal or legal damages caused by such activity at your end.

The CMS and CRM we provide is hosted and owned by HubSpot Inc. If you misuse their services or platform or break their terms and conditions or any legal law set by our or other countries, HubSpot might close or restrict your email account. In such case, we might not able to help and you have to get in touch with the HubSpot team. Under no condition, RWEBSOFT TECHNOLOGIES Pvt Ltd will be held liable for personal or legal damages caused by such activity at your end.

To provide world class security at no cost, we use Cloudflare for CDN. If you misuse their services or platform or break their terms and conditions or any legal law set by our or other countries, Cloudflare might close or restrict your email account. In such case, we might not able to help and you have to get in touch with the Cloudflare team. Under no condition, RWEBSOFT TECHNOLOGIES Pvt Ltd will be held liable for personal or legal damages caused by such activity at your end.

The email platform is provided by Zoho and we setup their free email plan which comes with 5GB of inbox storage size and limited functionalities. If in future the free plan doesn't exist, RWEBSOFT TECHNOLOGIES Pvt Ltd is not bound to facilitate you with free plan and you have to upgrade to Zoho's paid plan.

The CRM and CMS platform is provided by HubSpot and we setup their free CMS and CRM plan which comes with various limitations as mentioned on their official website. If in future the free plan doesn't exist, RWEBSOFT TECHNOLOGIES Pvt Ltd is not bound to facilitate you with free plan and you have to upgrade to HubSpot's paid plan.

The default expiry for all our services is set to 1 year from the invoice date, unless specified in the invoice or any other legal document. After one year, we reserve right to offer or not offer support and services to customer.

TERM AND TERMINATION

1. Initial Subscription Period. The initial subscription period shall start on the Start Date as identified on the Order Form and continue through and Including the End Date as identified on the Order Form (“Initial Subscription Period”). To the extent, you purchase access to the Subscription Services for a fixed fee for a fixed period of time, that fixed period of time will be considered the Initial Subscription Period. This Agreement cannot be terminated prior to the End Date (or the date on which access expires) other than for cause as described in Section 6.c below.

1. Renewal Subscription Period. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for a duration equal to the duration of the Initial Subscription Period (“Renewal Subscription Period”). Renewal Subscription Periods cannot be terminated during such Renewal Subscription Period other than for cause as described in Section 6.c below. Written notice of non-renewal must be sent no less than sixty (60) days in advance of the end of the Subscription Period. Unless otherwise specified in the Order Form, the Renewal Subscription Period will be on the current terms and conditions of this Agreement and subject to the Renewal Fee Escalation identified in the Order Form or, if not specified in the Order Form, subject to Our standard pricing at the time the Renewal Subscription Period begins. Should You decide not to renew this Agreement, You may send the notice of non-renewal to manish@rweb.in. To the extent you purchase access to the Subscription Services for a fixed fee for a fixed period of time, this section 6. shall not apply and any extension of access beyond the fixed period of time shall require a new Order Form.

1. Termination. Either You or We may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for benefit of creditors. Should You wish to terminate for cause, You may send the notice of breach and termination to manish@rweb.in.

1. Refund or Payment upon Termination. If this Agreement is terminated by You or Us in accordance we’ll not refund any amount. In case of a particular client, we might issue some refund which will be calculated on the basis of particular case details.

1. Access to Instrumentation post Termination. Following the termination of this agreement, you will no longer have access to the Services. You may however still access the Instrumentation and you will have a limited ability to modify the Instrumentation. We will not support the Instrumentation in your environment post Termination.

1. Your data will be hosted by partner platforms like HubSpot, Zoho, Google, Microsoft, etc. and they will host it in their data centers in either US or Europe or any other specific country to which we don't have any access. Neither we can make them change the location of the data to place them in our country.

YOUR DATA

6. Limits on Us. We will not use, or allow anyone else to use, Customer Data to contact any individual or organisation except as you direct or otherwise permit. We will use personally identifiable information from Customer Data only in order to provide the Services to you and only as permitted by applicable law and this Agreement.

6. Aggregated Data. We may monitor the use of the Services and Customer Data from all of Our customers and use the data gathered in an aggregated and anonymous manner to improve the Services and to provide relevant performance benchmarks to our customers. We may also sell such aggregated and anonymous data to third parties. Any such use of aggregate data will not include personally identifiable information from Your Customer Data.

OWNERSHIP

8. The Services. This is an agreement for access to and use of the Services and except as expressly stated otherwise herein, You are not granted a license to any software by this Agreement. We own or have rights to all intellectual property rights in and to the Services. This includes the software underlying the Services (including all derivatives or improvements thereof). It also includes Instrumentation. All suggestions, enhancement requests, feedback or recommendations or other input provided by You or any other party relating to the Services or underlying software shall be owned by Us, and You hereby do and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by Us. You agree not to copy, rent, lease, sell, distribute, reverse engineer or create derivative works based on the Services in whole or in part, by any means, except as expressly authorized in writing by Us.

8. Customer Data. You own Your Customer Data. We have no ownership rights to Your Customer Data. You are solely responsible for the accuracy, quality, content and legality of Your Customer Data, the means by which Your Customer Data is acquired, and the transfer of Your Customer Data outside of the Services. You grant permission to Us and Our licensors to use Your Customer Data only as necessary to provide the Services to you and as permitted in this Agreement. We Own the aggregated and anonymized data which may in part have been derived from Your Customer Data.

8. CONFIDENTIALITY

Receiving Party will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any reason outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except Our Third-Party Partners), and (iv) limit access to Confidential Information to its employees, contractors and agents. Upon notice to Disclose, the Receiver may disclose Confidential Information if required to do so under any federal, state or local law, statute, rule or regulation, subpoena or legal process.

1. PUBLICITY

Unless otherwise indicated on the Order Form, You grant Us the right to add Your name and organisation logo to Our customer list and website.

Any additional publicity beyond what is expressly indicated in this Section 10 is strictly prohibited unless agreed to in writing and in advance by both You and Us, separate from this Agreement.

1. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

1. Our Warranties. We warrant that (i) the Services will perform materially in accordance with the applicable Documentation, (ii) We will not materially decrease the functionality of the Services during a subscription period, and (iii) We will employ industry standard practices to protect the security and availability of Your Customer Data including the regular performance of data backups. You acknowledge that Your sole and exclusive remedy for a breach of the warranties set forth in Section 11(b)(i) and (ii) is to inform Us of such failure and permit us to exercise commercially reasonable efforts to remedy such non-conformity.

1. Your Warranties. You warrant that (i) You have and will continue to have sufficient right to use content You upload to or use with the Services, (ii) You will comply with all domestic and international export laws, regulations, and other controls that apply to the distribution, development, users and use of the Services, and (iii) Your use of the Services will comply with all applicable data protection, privacy, and technology laws and regulations.

1. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, DATA ACCURACY, QUIET ENJOYMENT, TITLE, SYSTEM INTEGRATION, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE PROVIDED “AS-IS”. EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

1. MUTUAL INDEMNIFICATION

1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (i) promptly give Us written notice of the Claim Against You, (ii) give Us sole control of the defence and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (iii) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Services, We may in Our discretion and at no cost to You (x) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 11(b) (Our Warranties), (y) obtain a licence for Your continued use of the Services in accordance with this Agreement, or (z) terminate Your subscriptions for the infringing or misappropriating Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against You arises from content (including Customer Data) You upload to or use with the Services or Your breach of this Agreement.

1. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Customer Data, or Your use of the Services in breach of this Agreement, infringes or misappropriation such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (i) promptly give You written notice of the Claim Against Us, (ii) give You sole control of the defence and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (iii) give You all reasonable assistance, at Your expense.

1. Exclusive Remedy. This Section 12 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 12.

1. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.