TERMS AND CONDITION OF USE

ACCEPTANCE

This Terms of Use Agreement (“Agreement”) is a legal agreement between you (“Client” or “Website Users”) and eGrove (“Egrove Systems Corporation” is the registered company in United States and “Egrove Systems Pvt. Ltd.” is the registered company in India. Both refer to “eGrove”).
eGrove is the owner and operator of this Website (the “Website”). It states the terms and conditions under which you may access and use the Website and may purchase or subscribe and avail the services performed by eGrove.
By accessing and using the Website, you are indicating your acceptance to be bound by the terms and conditions of this Agreement. If you do not accept these terms and conditions, you must not access or use the Website.
By accepting the quote then the Client indicates that they are satisfied with the terms and conditions and have accepted these terms and conditions in full.
Any purchase/payment of an advance fee or use of our services implies that you have read and accepted our terms and conditions.
eGrove may revise this Agreement at any time by updating this posting. Use of the Website / software after such changes are posted will signify your acceptance of these revised terms. You should visit this page periodically to review this Agreement.

DESCRIPTION OF SERVICES:

eGrove may provide Clients with one or more services, included but not limited to, following:
* Website design & development services or affiliated product/ services
* Internet marketing services,
* Mobile application development services,
* IT Software development & consulting services,
* Website and Mobile app maintenance and support services,
* Social Media Optimization & Marketing Services,
* Database backup,
* Code backup,
* Content management services,
* Website traffic monitoring & management services,
* Server & web hosting services,
* Software upgrades,
* Security upgrades,
* Bug fixing services,
* Content management software upgrades,
* Browser compatibility issues,
* Critical incidents and
* SEO services
Unless explicitly stated otherwise, any new feature that augments or enhances the Services shall be considered to be part of the Services.
eGrove reserves the right to modify, suspend or discontinue the Services (or any part thereof), based on non-cooperation, non payment, or unwanted delay from the client, at any time, without notice.
Client expressly agrees that Client, or any related third party, shall not hold eGrove or its affiliates liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.

CONDITIONS OF SERVICES

eGrove diligently performs all services required by the Client on a project-by-project fixed price model or as a Dedicated resource model or through a time and material pricing model based on the mutually agreed statement of work.
Any additions to or deletions from the deliverables listed in the Statement of work of a project will be considered a “CHANGE OF PROJECT SCOPE” and eGrove will draft a CHANGE ORDER and submit it to the Client for approval
The service costs, billing rate, payment terms, for any given project will be specified on its Payments Terms Annexure.
Client agrees to provide eGrove with all required access to the server, website, database with full access rights and any other inputs or collaterals before starting the services
Client agrees to make the payment in advance for the services as per the Payment Terms laid out in the mutually agreed Statement of Work for the respective project
If any services requires additional efforts or cost than the agreed plan, then it will be informed to the Client by eGrove before start of the additional work
eGrove may use different tools, its products, third-party services or software like storage, backup, SEO, Analytics etc., for the best services to provide to the Client
eGrove may use contractors to complete any work under the Service Agreement and such contractors may be located within foreign countries. eGrove may use contractors without notice to Client and such contractors are also bound by the terms of this Agreement

CONDITION OF USE OF WEBSITE

Subject to the terms and conditions of this Agreement, you are hereby granted a limited, non-transferable and non-exclusive license to access, view and use the Website for your personal and/ or commercial use.
You are not granted the right to download, store and print single copies of items comprising the Content from this website either for your personal and/ or commercial use
Please note that eGrove is entitled to refuse to accept any Order and this will be notified via email to the Client

LOCATION OF SERVICES

eGrove will perform services at its offices, unless otherwise dictated by the corresponding project statement of work

LENGTH OF SERVICES

eGrove will perform services for the Client as long as Client needs eGrove’s services and according to the timeline laid out in the corresponding Statement of Work

CHANGE ORDER

eGrove will use best efforts to complete the services according to the timeline defined in the respective project Statement of Work. eGrove will notify the Client via email as soon as possible upon eGrove’s discovery that the services may take longer than estimated to complete. However, Client agrees that there are penalties of any kind should this Service Work Order take longer to complete than estimated

TERMINATION OF SERVICES

Either party may opt to terminate the services agreement with 30 days prior written notice to the other party.
The notice of termination is considered effective on the date that the party receives the written notice and that verbal notice is not sufficient to terminate the Services Agreement.
The Client is still obligated to pay for eGrove’s services that are outstanding on all the projects of the Client, up until the actual termination of the services agreement
Any outstanding balance owed to eGrove by Client is due within 15 days of the termination of this Agreement
eGrove may, in its sole discretion, cancel or terminate your right to use the Website, or any part of the Website, including any trial plans, at any time without notice for any reason.
In the event of termination, you are no longer authorized to access the Website or the part of the website affected by such cancellation or termination.
eGrove shall not be liable to any party for such termination.

INTELLECTUAL PROPERTY, CONTENT & COPYRIGHTS

With regard to any work product by eGrove under the services provided, all the intellectual property and ownership rights vest in each party as appropriate to the work that the party produced, unless otherwise noted in the corresponding Statement of Work.
The copyrights of the software, extensions, modules, services anything that eGrove used under this services vest with the respective property owners and eGrove shall recommend the client for acquiring any licenses that are required appropriately for the client to use in their work product
All materials displayed or otherwise accessible through this Website (collectively, “Content”) are protected by copyright law, and are owned by eGrove or the party accredited as the provider of the Content. Except as granted in the limited license herein, any use of the Content, including modification, transmission, presentation, distribution, republication, or other exploitation of the Website or of its Content, whether in whole or in part, is prohibited without the express prior written consent of eGrove
You acknowledge and agree that eGrove and/or our licensors own all intellectual property rights in the Website. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software. eGrove confirm that we have all the rights in relation to the Website that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement
Any other names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Website may constitute registered or unregistered trademarks of eGrove or third parties

PAYMENT & REFUND TERMS

All payments to eGrove for the services are paid by the client based on the agreed Payment Terms Annexure with respect to the project.
The payment for the services provided under the fixed price model will be paid in milestones as agreed upon in the respective project’s Statement of Work and Payment Terms Annexure.
The payment for the services provided under the dedicated resource model will be paid monthly for the resources hired with one month’s payment paid as advance payment and held with eGrove. This advance payment will be adjusted in the final payment.
The payment for the services provided under time and material model will be paid on a weekly basis for the approved timesheets with one week’s payment paid as advance payment and held with eGrove. This advance payment will be adjusted in the final payment.
The project can only be cancelled within 3 days after signing the project agreement.
Any payments that are paid to the eGrove towards the services are not refundable unless the respective
If there is a refund, the client will get a refund within 10 days of the claim.
Invoices will be provided by eGrove upon completion of the work and any associated services. Invoices are normally sent via email. Invoice dues are paid within the time period described in the respective project Statement of Work. If the invoice has not been settled after one wEGS – Website -eek (7 days) then eGrove will consider the account to be in default.
Payments for projects are made to us in increments as a courtesy to the client. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all money paid until the work that is completed is retained by eGrove and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
If the Client in default has any information or files on eGrove servers or workspace, eGrove can, at its discretion, remove all such material from its servers or workspace. eGrove is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
Cheques returned for insufficient funds will be assessed a return charge and the Client’s account will immediately be considered to be in default until full payment is received.
Clients with accounts in default agree to pay eGrove reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by eGrove in enforcing these Terms and Conditions.
Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a late payment fee in addition to the unpaid amount with two percent (2%) of the total amount due.

DELIVERY TERMS

All the services delivery will be given to the clients based on the delivery terms and deliverables agreed with the client in the respective Statement of Work.
eGrove shall provide the Client with copies of relevant source code, SQL data schema and other deliverables as agreed in the respective project’s Statement of Work upon receipt of the final payment as defined in Project’s Payments Terms.
eGrove is not liable for any losses caused by any software that is created for the client. Though we take every care to ensure the Software products are accurate and error-free, the ultimate responsibility remains with the Client to ensure that all products and software are functioning properly before use.
eGrove may use a shared infrastructure environment or servers unless specifically expressed through the agreement for a dedicated hosting environment.
However, eGrove shall at all times during the provision of the Services to the Client use commercially reasonable efforts to ensure that any data stored or processed by the eGrove in respect of the Client is appropriately logically or physically segregated and protected from any unauthorized access by any party other than those authorized by the Client and the personnels from eGrove working on the Project.
Where sites and applications are developed on servers that are not provided by eGrove, the Client will be responsible to provide and/ or seek any information, support, additional software and/ or co-operation relating to the server required for the application to be developed correctly.
For developing large applications, the Client will be responsible for providing a suitable testing environment, identical to the Client’s final production environment.
eGrove does not provide any representations, warranties or assurances, or accept any responsibility or liability for the contents or accuracy of any electronic messages, notifications, filing, status or other documents transmitted to or from the eGrove services provided to the client.
Any application or programming pertaining to a website developed by eGrove, the Client is expected to fully test them before making the same generally available for use. eGrove will endeavour but not be obliged to correct errors, “bugs” or other issues that are found in the website developed by us after the site is live to meet the standards of the software function outlined in the brief.
Any development environment that eGrove uses for the development may face downtime due to the following but not limited to software upgrades, maintenance, software updates, and deployment. For any scheduled maintenance eGrove will send out the scheduled maintenance notifications. Other than the scheduled maintenance downtime, any outages that may happen will be resolved by the eGrove support team using its best efforts.
The overall performance of eGrove utilized to deliver the Services to the client is largely dependent upon the performance of third-party networks and services including information technology, communication networks, including Client’s own systems, the general internet, dedicated networks, and associated networks.
For any issues related to the delivery or application or services support the Client can contact their account managers or contact via support system – https://support.egrovesys.com/ or through email support@egrovesys.com. For critical support the client can contact via Phone at +1-732-307-2655 during business hours: 11.30 PM EST to 8.30 AM EST on weekdays: Monday through Friday excluding holidays

INDEMNIFICATION

In no event shall eGrove or its subsidiaries, affiliates, officers, partners and employees or agents be liable for damages of any kind including, without limitation, any direct, special, indirect, punitive, incidental or consequential damages including, without limitation, any loss or damages in the nature of or relating to lost business, lost savings, lost data and/or lost profits arising from your use of, reliance upon, or inability to use the Website or the Content, regardless of the cause and whether arising in contract, tort (including negligence), or otherwise. This includes reasonable attorneys’ fees, made by any third party due to or arising out of your use of the software, the violation of the terms of use by you, or the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. The foregoing limitation shall apply even if eGrove knew of or ought to have known of the possibility of such damages.

LIMITATION OF LIABILITY

Notwithstanding anything to the contrary herein, neither party will be responsible to the other for any incidental, consequential or punitive damages. eGrove’s sole liability, if any, to the Client shall not exceed a dollar amount equal to the total fees or any payment paid by the Client

NON-DISPARAGEMENT

The Client or Website visitor agrees that any issue with the products/ software or services offered by eGrove or through this website should be communicated to eGrove for a possible solution. Customer or website visitor should not disparage or comment negatively about eGrove, its officers and management, and/or current or former employees.

DISCLAIMER OF WARRANTIES

The Website and the Content is provided “as is”. While eGrove endeavors to provide Content, services and software that is correct, accurate and timely, no representations or warranties are made regarding the Website or the Content or the Services or the Software including, without limitation, no representation or warranty that,
It will be accurate, complete, current, timely or suitable for any particular purpose,
That the operation of the Website will be uninterrupted or error-free,
That defects or errors in the Website or the Content will be corrected,
That the Website will be free from viruses or harmful components,
That communications to or from the Website will be secure and/or not intercepted.
You acknowledge and agree that you are using the Website at your own risk and liability,
That things happen that are outside our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action and failure of our suppliers/ data providers.
eGrove will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by such events.

SECURITY

Any information sent or received over the internet is generally not secure. eGrove cannot guarantee security or confidentiality of any communication to or from the Website. All systems and applications are administered by personnel of eGrove and/or its affiliates. All systems are hardened using industry standard procedures.

GOVERNING LAW AND JURISDICTION

By accessing or using the Website, you agree that all matters relating to your access to, or use of, the Website, its Content and the Services from eGrove shall be governed by the courts of the State of New Jersey and the Laws of USA, without regard to conflict of laws principles.
If the services are provided to the clients whose company is registered in India, then all the matters relating to the access to, or use of the website, its content and services from eGrove shall be governed by the Courts of Chennai, and the laws of India.

GENERAL

Except for any agreement in respect of Content, this is the entire agreement between you and eGrove relating to your access and use of the Website and the Content herein. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, it shall be severed and the remaining provisions shall remain in full force without being invalidated in any way. If we fail to exercise or delay in exercising a right or remedy provided by these Terms or by the Contract or by law that does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future. eGrove may perform any of our obligations or exercise any of our rights ourselves or through any third party provider.

If you have any questions about these terms and conditions of use, you can contact us at: sales@egrovesys.com