Cloud GTX

Cloud GTX Customer Agreement

This Customer Agreement (the “Agreement”) is between Gravitorix Technologies Pvt Ltd (“Gravitorix”, “we”, “us”, “Vendor”) and the person or entity that creates a Cloud GTX account (“you”, the “Customer”). It governs your access to and use of the Cloud GTX services, console, and APIs (the “Services”). You accept this Agreement by ticking the acceptance box at signup, or by using the Services — whichever happens first. If you accept on behalf of an organisation, you confirm you have authority to bind it.

1. Our responsibilities

We will make the Services available in line with their documentation, operate them with commercially reasonable skill and care, and apply the security measures described in Section 3. Where a change to the Services would materially reduce their functionality, we will give you at least 30 days’ notice by email or console notification, except where a shorter period is needed for security or legal reasons.

2. Your account

  • Provide accurate registration and billing information (including GSTIN where applicable) and keep it current.
  • Keep credentials confidential; enable multi-factor authentication for privileged users. Actions taken under your account are attributed to you.
  • You are responsible for the users you invite to your organisation and for their compliance with this Agreement.
  • Notify us promptly at legal@gravitorix.com of any suspected unauthorised use of your account.

3. Data, credentials and security

  • The Customer shall be solely responsible for maintaining the confidentiality and security of its account credentials, passwords, access keys and authorised users.
  • The Customer shall immediately notify the Vendor of any suspected unauthorised access, compromise, misuse or security incident involving the Customer’s account.
  • The Vendor shall not be responsible for unauthorised use resulting from the Customer’s failure to maintain appropriate security of its credentials or systems, except to the extent caused by the Vendor’s own breach of its applicable security obligations.

4. Acceptable use

You must not, and must not permit anyone else to, use the Services to:

  • violate any applicable law, or infringe or misappropriate the rights of others;
  • distribute malware, run denial-of-service attacks, probe or breach the security of any system without authorisation, or send unsolicited bulk messages;
  • interfere with the integrity or performance of the Services or other customers’ workloads; or resell the Services as your own hosted offering without a separate written agreement with us.

5. Your content

You retain all rights to the data, applications, and other material you run on or store in the Services (“Customer Content”). You are responsible for its legality and for securing it appropriately (access rules, encryption, backups — unless you have ordered a managed backup service). We access Customer Content only to operate and provide the Services, to provide support you request, or where required by law, and we process personal data as described in the Privacy Notice.

6. Fees and payment

  • Charges are metered per second of use and rated at the prices published in the Cloud GTX console and pricing calculator at the time of use.
  • We invoice monthly in Indian Rupees, per calendar month, with GST applied as required by law. Invoices are issued to the billing contact and are payable by the due date stated on the invoice.
  • Stopped resources may continue to accrue charges for retained storage and reserved public IP addresses until the resource is terminated.
  • If an invoice remains unpaid after its due date we may send payment reminders and, after continued non-payment, suspend the Services under Section 7. You remain liable for charges accrued to the date of suspension.
  • Price changes take effect on at least 30 days’ notice and apply from the next billing period. Usage already accrued is always rated at the price in force at the time of use.
  • Charges are exclusive of taxes; you are responsible for taxes applicable to you. Amounts on finalised tax invoices are corrected only by credit note, never by alteration of the invoice.

7. Suspension of access

The Vendor may temporarily suspend access to the Software/Application where the Vendor reasonably believes that:

  • the Customer has breached this Agreement;
  • the Software/Application is being used for unlawful or prohibited purposes;
  • continued access may expose the Vendor or any third party to legal, regulatory, security or financial risk;
  • suspension is required by law, court order or a competent governmental or law-enforcement authority; or
  • an invoice remains unpaid materially past its due date after reminders.

Notwithstanding any other provision of this Agreement, the Vendor may immediately suspend, restrict or terminate the Customer’s access where the Vendor reasonably believes that continued access may result in violation of the Information Technology Act, 2000, any applicable law, a court order, governmental direction, cybersecurity requirement, or may facilitate an unlawful or criminal activity.

8. Term and termination

This Agreement shall commence on the date on which the Customer accepts these Terms, purchases or licenses the Software/Application, and/or takes delivery of the Software/Application, and shall continue until terminated in accordance with this Agreement.

Client Onboarding and Acceptance

Landing Page → Sign up link → Basic Details (1. Customer Name, 2. Organisation Name (optional), 3. Email) → Usage details → Terms and Conditions and Customer Agreement Review → Finish → Dashboard.

Upon the Customer affirmatively accepting these Terms and Conditions and the Customer Agreement by selecting the acceptance checkbox and completing the ‘Finish’ step, the Agreement shall be deemed to have been entered into and shall become effective between the Developer and the Customer.

Customer Acknowledgement

By purchasing, accepting delivery of, installing, activating or using the Software/Application, the Customer acknowledges that it has read, understood and accepted these Terms and agrees that the Customer is responsible for its own use of the Software/Application and for ensuring that such use complies with all applicable laws.

The Vendor does not authorise, encourage or permit the Customer to use the Software/Application for any unlawful or criminal purpose. Any such use is outside the scope of the licence/service granted under this Agreement and may result in immediate suspension or termination, without prejudice to the Vendor’s other legal remedies.

Customer’s Sole Responsibility for Use

The Software/Application is supplied by the Vendor as a technological product/service. After delivery, activation, installation, licensing or handover of the Software/Application, the Customer shall be solely responsible for the manner in which the Software/Application is accessed, operated, configured, controlled and used by the Customer, its employees, agents, representatives, customers, users or any other person acting under the Customer’s account or authority.

The Customer shall use the Software/Application strictly for lawful purposes and shall not use, permit, facilitate or assist in using the Software/Application for the commission of any offence, fraud, cheating, forgery, impersonation, unauthorised access, cybercrime, harassment, financial crime or any other unlawful activity.

Data and Content Uploaded by Customer

The Customer shall be solely responsible for the legality, ownership, accuracy and lawful use of all data, documents, information, images, communications, files and other content uploaded, transmitted, stored or processed through the Software/Application by or on behalf of the Customer.

No Agency or Authority

Nothing in this Agreement shall create any partnership, joint venture, agency, employment, fiduciary relationship or representative relationship between the Vendor and the Customer.

The Customer shall not represent to any person, authority, police officer, governmental agency, court or other third party that the Customer is an agent, representative, employee or authorised legal representative of the Vendor merely by reason of purchasing, licensing or using the Software/Application.

No Authorisation by Vendor

The sale, licence, delivery, installation or provision of the Software/Application by the Vendor shall not be construed as authorisation, encouragement, assistance, abetment or approval by the Vendor for any unlawful or criminal activity. The Customer shall not contend that the Vendor authorised or permitted an unlawful act merely because the Vendor supplied or licensed the Software/Application.

Compliance with Information Technology Act, 2000

The Customer shall use the Software/Application, computer resource, computer system, computer network and all related electronic services strictly in accordance with the Information Technology Act, 2000, as amended from time to time, the rules and regulations made thereunder, and all other applicable laws in force in India.

Sections 43 and 66 of the IT Act

Without prejudice to any other rights or remedies available under law, the Customer shall be solely responsible for any act committed through or using the Customer’s account, credentials, computer resource or authorised access which attracts liability under Sections 43, 65, 66 or any other applicable provision of the Information Technology Act, 2000.

Criminal or Unlawful Use

If the Software/Application is used by the Customer or any person under the Customer’s control or authority in connection with any criminal offence, unlawful activity, fraudulent transaction, unauthorised transaction or violation of applicable law, the Customer shall be solely responsible for such use and its consequences.

The Vendor shall not be responsible or liable merely because the Software/Application was used by the Customer or a third party in connection with an alleged or established criminal or unlawful act, provided that such act was not caused by the Vendor’s own unlawful conduct, fraud, wilful misconduct or other liability which cannot lawfully be excluded.

The Customer shall independently maintain all necessary licences, registrations, permissions, approvals, consents and statutory compliances required for its business and for its use of the Software/Application.

Criminal Use of Application

If the Customer or any person authorised by, acting under the control of, or using the Customer’s account uses the Software/Application in connection with any criminal offence, cyber offence, fraud, cheating, unauthorised access, data theft, impersonation, unlawful transmission, publication or dissemination of prohibited content, the Customer shall be solely responsible for such use and all resulting civil, criminal, regulatory and financial consequences.

Preservation of Electronic Records

The Vendor may preserve relevant electronic records, system logs, transaction records, billing records, access records, audit trails and other information for such period as may be required or permitted under applicable law, including for the purposes of investigation, legal proceedings, audit, compliance and protection of the Vendor’s legal rights.

Termination by Customer

The Customer may terminate this Agreement at any time by closing or discontinuing its account, provided that all outstanding invoices, charges, dues and other payment obligations payable to the Vendor have been fully settled.

Termination by Vendor for Convenience

The Vendor may terminate this Agreement, without assigning any reason, by providing the Customer with thirty (30) days’ prior written notice.

Termination for Material Breach

The Vendor may terminate this Agreement with immediate effect if the Customer commits a material breach of this Agreement and fails to cure such breach within fourteen (14) days from receipt of written notice requiring the breach to be cured, or within such shorter period as may be reasonably necessary where the breach involves unlawful, fraudulent, abusive or prohibited use of the Software/Application.

Termination Required by Law

The Vendor may suspend or terminate the Customer’s access immediately where such action is reasonably required by applicable law, regulation, court order, governmental authority, law-enforcement direction, or to prevent unlawful use of the Software/Application.

Effect of Termination

Upon termination, the Customer’s access to the Software/Application and related resources may be deprovisioned. Subject to the circumstances of termination, the Vendor may retain Customer Content remaining on the platform for up to thirty (30) days following termination solely to enable the Customer to retrieve or export such Customer Content.

The retrieval period shall not apply, or may be shortened, where the Customer’s account or access has been terminated because of unlawful activity, material breach, security concerns, court order, governmental direction, or any circumstance in which continued retention or access may expose the Vendor to legal or security risk.

Following expiry of the applicable retrieval period, the Vendor may permanently delete Customer Content from its active systems, except for information that the Vendor is required or permitted to retain under applicable law, including billing, tax, accounting, audit, compliance, dispute-resolution and legally required records.

Termination shall not affect any rights, obligations, payment liabilities, indemnities, confidentiality obligations or other provisions which by their nature are intended to survive termination.

Jurisdiction

The courts at Thoothukudi District, Madras High Court and the Madurai Bench of the Madras High Court shall have jurisdiction over any litigation arising out of or in connection with this Agreement.

9. Electronic contract and acceptance

The Customer agrees that acceptance of this Agreement by electronic means, including clicking an acceptance button, electronic signature, account activation, purchase confirmation or continued use of the Software/Application, may constitute acceptance of this Agreement to the extent recognised under applicable law, including Section 10A of the Information Technology Act, 2000.

10. Proprietary rights

We and our licensors own the Services and everything that makes them up, including software, interfaces, documentation, and the Gravitorix and Cloud GTX names, logos, and marks. You receive only the limited right to use the Services under this Agreement. If you send us suggestions or feedback, we may use them without restriction or obligation.

11. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with this Agreement with at least the care it uses for its own confidential information, use it only for purposes of this Agreement, and disclose it only to those who need it and are bound by confidentiality obligations, or where disclosure is required by law.

12. Disclaimers

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Services are provided “as is” and we disclaim all other warranties, express or implied, including fitness for a particular purpose, merchantability, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

13. Limitation of liability

To the maximum extent permitted by applicable law, the Vendor shall not be liable for indirect, incidental, special, consequential or punitive losses arising from the Customer’s use or misuse of the Software/Application, including loss of business, profits, data, goodwill or reputation. Nothing in this Agreement shall be construed as excluding or limiting any liability which cannot lawfully be excluded or limited under applicable law.

No Transfer of Criminal Liability to Vendor

The Customer acknowledges that purchase, licence, delivery, installation or possession of the Software/Application does not transfer to the Vendor any responsibility for the Customer’s business activities, transactions, decisions, communications, data or use of the Software/Application. Criminal liability, where established by a competent authority or court, shall attach to the person or entity responsible for the relevant act in accordance with applicable law.

Vendor’s Limited Responsibility

The Vendor is a provider/licensor of the Software/Application and shall not be responsible for the Customer’s independent acts, transactions, communications, data, content or unlawful use of the Software/Application. Nothing in this Agreement shall, however, exclude or limit any liability of the Vendor arising from the Vendor’s own fraud, wilful misconduct, unlawful act or any liability which cannot lawfully be excluded.

Intermediary Liability — Section 79

To the extent that the Vendor qualifies as an “intermediary” under Section 2(1)(w) of the Information Technology Act, 2000, and to the extent Section 79 is applicable to the services actually provided by the Vendor, the Vendor shall be entitled to the statutory protection available under Section 79, subject to fulfilment of the statutory requirements and applicable due-diligence obligations.

Nothing in this Agreement shall be construed as creating or enlarging any statutory immunity beyond that provided by applicable law. Section 79 itself makes the exemption subject to conditions including due diligence and excludes protection in specified circumstances such as conspiracy, aiding or abetting an unlawful act.

14. Indemnification

The Customer shall indemnify, defend and hold harmless the Vendor, its directors, officers, employees, agents and representatives from and against any claims, complaints, proceedings, losses, damages, penalties, costs, expenses and reasonable legal fees arising out of or relating to:

  • the Customer’s use or misuse of the Software/Application;
  • any unlawful or criminal activity carried out through the Customer’s account, system or credentials;
  • any violation of applicable law by the Customer;
  • any unauthorised transaction, representation or instruction made by the Customer or its users;
  • any third-party claim arising from the Customer’s business, content, data or transactions; or
  • breach of this Agreement by the Customer.

The indemnity shall not apply to the extent that a competent court finally determines that the relevant loss was directly caused by the Vendor’s fraud, wilful misconduct or other liability that cannot legally be excluded.

The Customer shall indemnify and hold harmless the Vendor, its directors, officers, employees and agents against claims, proceedings, penalties, losses, damages and reasonable legal expenses arising from the Customer’s violation of the Information Technology Act, 2000, rules made thereunder, or any other applicable cyber, data, privacy or electronic-transactions law, including unlawful or criminal use of the Software/Application.

15. No waiver of statutory obligations

Nothing contained in this Agreement shall prevent either party from complying with any mandatory obligation imposed by the Information Technology Act, 2000, applicable rules, court orders, governmental directions or other applicable law.

16. Changes to this Agreement

We may update this Agreement by posting a revised version with a new version number and effective date, and will give at least 30 days’ notice of material changes by email or console notification. Continued use of the Services after the effective date constitutes acceptance. If a change materially reduces your rights, you may terminate under Section 8 before it takes effect.

17. Governing law, notices, and general

  • This Agreement is governed by the laws of India. The courts of Thoothukudi District, Madras High Court and the Madurai Bench of the Madras High Court shall have exclusive jurisdiction, subject to any arbitration the parties agree in writing.
  • Notices to us: legal@gravitorix.com, addressed to M/s Gravitorix Technologies Pvt Ltd. Notices to you: the email address on your account and/or console notification, deemed given when sent.
  • Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • You may not assign this Agreement without our written consent; we may assign it to an affiliate or in connection with a merger or sale.
  • This Agreement (with the Site Terms and Privacy Notice) is the entire agreement about the Services. If a provision is unenforceable, the remainder stays in effect. A failure to enforce is not a waiver.