Last updated on October 1, 2020
2. Grant of License & Restrictions to Use
2.1 Subscriber is granted a non-exclusive, non-transferable, non-commercial, limited license to access and use the Service for such time until either you or myKase terminates this Agreement. You must in no event use, nor allow others to use, the Product or this License for commercial purposes and you also confirm to have agreed that this product is licensed to you, not sold.
2.2 myKase does not review or pre-screen the Content and myKase claims no intellectual property rights with respect to the Content hosted by the Subscriber.
2.3.1 myKase and its Administrator reserve all rights not expressly granted to Administrator. The license cannot be shared. However, the license may be reassigned from time to time to new Users that are replacing former Users no longer using the Service due to termination of their rights on account of whatsoever reasons. The License is conditional on Administrator’s continued compliance with this Agreement and will terminate if Administrator does not comply with any term or condition of this Agreement.
2.3.2 Administrator shall not, and shall not attempt to, directly or indirectly:
2.4 myKase reserves the right in its sole discretion to stop providing services to you or may close your myKase Access Account upon you violating the terms above or breach of the terms of this Agreement. myKase may also discontinue/ block delivery of communications through its any applied format to or from the Services in an effort to enforce the terms, or myKase may remove or refuse to publish your content for any reason. During investigation of your alleged violation of terms above, myKase reserves the right to review your content in order to resolve the issue and you authorise myKase to conduct such review. myKase however cannot monitor the entire services and make no attempt to do so.
2.5 myKase reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice.
2.6 myKase reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades. myKase shall endeavour to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs.
2.7 Subscriber grants to myKase a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing myKase’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for myKase to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
3. Access to the Service
3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
3.2 Each Authorized User will be provided with a unique sign-in to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3.3 The Administratoris authorised to administer the subscription and designate additional Authorized Users. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator, in exercise of sole discretion, can deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User. The Administrator shall be responsible for adopting and maintaining procedures and measures to protect its User’s workstations, hardware, software, and passwords, including against any virus or intrusion; obtaining and maintaining all necessary licenses, consents and permissions necessary for myKase, its contractors and agents to perform their obligations under this Agreement, including without limitation on service.
3.4 Administrator(s)is/are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service. Administrator(s) confirms that the services subscribed are used under its control, direction and responsibility, and further to act as guarantor for compliance by users, subsidiaries and their users under this Agreement.
3.5 As between myKase and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 9 below, myKase shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
4.1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
4.2 myKase and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement, or (c) as otherwise authorized by you in writing.
4.3 myKase in addition to above agrees that its personnel will not view your content except in the specific ways described as under:
5. Security and Access
5.1 myKase is responsible for providing a secure method of authentication and accessing its Service. myKase will provide mechanisms that:
5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify myKase upon suspicion that a username and password has been lost, stolen, compromised, or misused.
5.4 At all times, myKase, and any third party vendors and hosting partners it utilizes to provide the Service, will:
5.5 myKase shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that myKase reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”).
5.6 In the event of a Security Breach, myKase shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach.
6. Legal Compliance
6.1 myKase maintains that its primary duty is to protect the Content to the extent the law allows. myKase reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
6.2 If myKase is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then myKase will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, myKase may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
7. Managed Backup and Archiving
7.1 myKase’s managed backup services have been designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. myKase shall facilitate recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Service for any reason, Subscriber shall have ninety days to retrieve any and all Content, beyond which, myKase shall not be obligated to manage/store content.
7.2 myKase performs data backups on a “snap shot” basis at a specific moment. Therefore myKase may not create a backup of all information that is stored on your myKase collection, and thus the backup will only capture the information that is present at the time of backup.
8. Payment, Refunds, and Subscription Changes
8.1 Subscription charges are based on plan subscribed.
8.2 All Subscriptions to myKase are payable in advance. All subscription fees are exclusive of all taxes including GST.In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
8.3 Your subscription plan will be based on the type of plan you subscribed. Some Plan may permit you to modify the quantity of services subscribed like increasing storage space etc. during the unexpired subscription term and your price level may be adjusted accordingly, however price level changes will not be retrospective and adjustment will be on pro rata basis during the balance term. During the Term of your Subscription, prices for Services will not be increased, as to your Subscription, from those applicable at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Subscription Offers, if any. myKase reserves the right to change the subscription prices at the beginning of any Subscription renewal.
8.4 No refunds will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
8.5 Upon non-receipt of subscription renewal charges, myKase reserves its sole right to discontinue the services within seven days of the expiry of subscription period.
9. Cancellation and Termination
9.1 Administrators are solely responsible for cancelling subscriptions. An Administrator may cancel their subscription at any time by contacting myKase. For security reasons, cancellations shall only be performed by an Administrator. The Administrator may be directed, within the Service, to email support to complete the cancellation. Cancellations shall not be accepted by any other means.
9.2 myKase in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
9.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) myKase provides Subscriber with commercially reasonable notice of this violation; (iii) myKase uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to myKase’s reasonable satisfaction within thirty (30) days of such notice, then myKase reserves the right to suspend access to the Service.
9.4 As required by Section 7 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.
10. Representations & Warranties
10.1 Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. myKase represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will be capable of performing substantially in accordance with the online myKase support documentation under normal use and circumstances. In addition to its other representations and warranties contained herein, Administrator represents and warrants that Administrator has not falsely identified Administrator or any User nor provided any false information to gain access to the Service and that Administrator’s billing information is correct.
11. Limitation of Liability
11.1 IN NO EVENT SHALL myKase, MANUPATRA INFORMATION SOLUTIONS PVT LTD., AFFILIATES, SUBSIDIARIES, AND LICENSORS, OR EACH SUCH ENTITY’S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “myKase ENTITIES”) BE LIABLE TO ADMINISTRATOR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE, SECURITY OF DATA (INCLUDING BUT NOT LIMITED TO CLIENT DATA) IN THE POSSESSION, CONTROL, OR STORAGE OF ADMINISTRATOR, GOODWILL, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE (INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF ADMINISTRATOR’S ACCOUNT), OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE myKase ENTITIES BE LIABLE FOR NEGLIGENCE, INTENTIONAL MISCONDUCT OR MISHANDLED BUSINESS BY ADMINISTRATOR UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, SUCH CONDUCT BETWEEN ADMINISTRATOR AND (1) THE IRS OR ANY GOVERNMENT AGENCY; (2) ANY ACCOUNTING AUDIT SERVICE; (3) ANY EMPLOYEE OF ADMINISTRATOR; (4) ANY SUPPLIER OF ADMINISTRATOR; (5) ANY END CONSUMERS OR USERS OF ADMINISTRATOR (INCLUDING IN CONNECTION WITH REFUNDS AND CHARGEBACKS); AND (6) ANY MERCHANT SERVICES.
11.2 . IN ANY CASE, THE AGGREGATE LIABILITY OF THE myKase ENTITIES UNDER THIS AGREEMENT OR ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY AND DUE FROM ADMINISTRATORDURING THE PERIOD OF UNEXPIRED SUBSCRIPTION.
SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
11.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
11.4 The Subscriber acknowledges:
12. Disclaimer of Warranties
12.1 myKase HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY myKase. NOTHING IN THIS SECTION 12.1 SHALL MODIFY myKase’s OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).
12.2 myKase makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does myKase make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify myKase’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or myKase’s obligation to indemnify you as required by Section 13.2(b) of this Agreement (“Indemnification”).
12.3 myKase hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.
13.1 Subscriber hereby agrees to indemnify and hold harmless myKase from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including advocates’ fees, which arise from or relate to the following:
myKase will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with counsel reasonably acceptable to myKase. myKase reserves the right to participate in the defence of the claim, suit, or proceeding, at myKase’ expense, with counsel of myKase’ choosing.
13.2 myKase shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable advocates’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party
a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber:
(a) promptly gives written notice of the Claim to myKase (provided, however, that the failure to so notify shall not relieve myKase of its indemnification obligations unless myKase can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives myKase sole control of the defence and settlement of the Claim (provided that myKase may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to myKase, at myKase’s cost, all reasonable assistance. myKase shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by myKase to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or
b. arising out of or related to a violation by myKase of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”),
14. Rights Reserved
14.1 Subscriber acknowledges and agrees that myKase may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
14.2 myKase may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that myKase has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. myKase can modify or cancel the integrations at any time without notice.
14.3 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold myKase liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only myKase, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. myKase will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. myKase’ actions will comply with its obligations under Sections 4 and 5 of this Agreement.
14.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
14.5 myKase reserves the right to amend this Agreement. In the event of material changes to the Agreement, myKase will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
14.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
14.7 myKase may give notice to Administrator by means of a general notice on the Service, electronic mail to Administrator’s e-mail address on record in myKase account information, or by written communication to Administrator’s address on record in myKase account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). Administrator may give notice to myKase (deemed given upon receipt by myKase) at any time by any of the following: letter delivered by to myKase at the following address: myKaseB-37 Sector 1, NOIDA UP India 201301 or at E-192 New RajinderNagar, New Delhi 110060 addressed to the attention of: Customer Service Department; or by electronic mail to contact@myKase.in; or to such other location(s) as may be designated by myKase from time to time.
14.8 No joint venture, partnership, employment, or agency relationship exists between Administrator or any User and myKase as a result of this Agreement or use of the Service. The failure of myKase 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 myKase in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Administrator and myKase and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Administrator consents to receiving electronic communications and notifications from myKase in connection with Administrator’s use of the Service and this Agreement. Administrator agrees that any such communication will satisfy any legal communication requirements, including that such communications be in writing.
14.9. This Agreement shall be governed by and construed in accordance with the laws of India without regard to its conflict of law’s provisions. Should any provision of this Agreement be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
14.10. Any dispute or difference between Provider and Subscriber arising out of or relating to the existence, validity, interpretation, performance or termination of, or otherwise in connection with this Agreement ("Dispute"), shall at first instance be attempted to be amicably settled between the parties through good faith negotiations. Either party shall be entitled to invoke such negotiations by giving to the other party a notice to that effect ("Dispute Notice"). If a Dispute is not resolved by way of good faith negotiations within a period of Sixty (60) days from the date when the Dispute Notice was received by the receiving party then either party shall be entitled to refer the Dispute to arbitration in the manner described below:
14.11 The myKase Entities 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 such entities’ reasonable control, including, without limitation, acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures.
14.12 Provided you have paid all fees owed by you for the Services to which you have subscribed, we shall make available remote, live or recorded training sessions to your designated, named and authorized users, as well as provide tutorials which are accessible via the Help and Training section of our website at no additional charge.
15. Force Majeure
Neither Party shall be responsible for a breach of any of its contractual obligations if it was prevented from fulfilling said obligations by a Force Majeure Event.
Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service, telecommunication services and telecommunication networks (other than by companies in the same group as the party seeking to rely on this clause).
In these cases, the Party invoking the Force Majeure Event shall notify the other Party by registered mail as promptly as possible of the occurrence of such event and the necessary extension of the deadlines for fulfilment of its obligations. If the impediment is temporary, fulfilment of the obligation is suspended until the Party invoking the Force Majeure Event is no longer impeded by such Force Majeure Event. The Party invoking the Force Majeure Event shall keep the other Party informed and undertakes to make every effort to limit the duration of the suspension. If the suspension continues beyond three (3) months, either of the Parties may terminate the Agreement without liability by notice to the other Party by registered mail. If the impediment is permanent, the Agreement is terminated as of right and the Parties are discharged of their obligations. In the event of termination of the Agreement for a Force Majeure Event, myKase assures to deploy the resources available to it to retrieve a maximum amount of Client Data.
16. Complete Agreement
16.1 It is the entire agreement between you and myKase relating to the software product and it supersedes all prior or contemporaneous oral or written communications, proposals and representatives with respect to the product or any other subject matter covered by this agreement. This agreement shall not be amended or modified during the ongoing subscription period except in writing signed by authorised representation of each party.