Last Updated on 20th Aug 2013

We, FrontalRain Technologies Private Limited (“FrontalRain”) shall provide the Services to the Customer subject to these Terms of Service. FrontalRain and Customer shall be collectively referred to as “Parties”and individually as “Party”. All references to the Customer shall be deemed to include references to its Authorized Users. In these Terms of Service all capitalized words shall have the meaning assigned to each of the terms given in Exhibit A hereto or the Order Form.

1. Proprietary Rights:

• 1.1.  All rights not expressly granted herein are reserved by FrontalRain.
• 1.2.   All rights, title and interests in and to the Services and the Services Environment and every material used by FrontalRain in the provision of the Services shall exclusively belong to FrontalRain or its licensors (“FrontalRain Proprietary Material”). Any and all Intellectual Property Rights with respect to the Services and the FrontalRain Proprietary Material and all modifications, improvements, enhancements, or derivative works made thereto, shall always belong to FrontalRain or its licensors and the Customer shall not be entitled to claim any rights therein. All rights, title and interests in the Customer Data shall always remain with Customer and FrontalRain shall not have any rights in the Customer Data. Notwithstanding the aforementioned, Customer agrees that FrontalRain shall have the right to list Customer’s name in its marketing material and use Customer’s logo with respect to such listing and for reference purposes. Nothing contained herein shall be construed as a transfer, assignment or conveyance by FrontalRain to Customer of the ownership or title to the Intellectual Property or Intellectual Property Rights in or attached to the Rain+ System, the Service Environment, the Services or any enhancements, upgrades or derivative works thereof.
• 1.3.   Third Party Component: FrontalRain may procure or might have procured third party components such as software, solutions, etc., (“Third Party Component”), in order to develop the Rain+ System. All title, ownership and rights to such Third Party Component shall continue to vest with such thirdparty. Where such third party licensor requires the Customer to sign a license agreement or any other documentation, the Customer agrees to execute such third party software license agreement and be bound by the terms thereto and FrontalRain assumes no responsibility for and makes no warranty with respect to Third Party Component.
• 1.4.   The Customer shall ensure that the Authorized User shall not violate, or attempt to violate the security of the Hosting Environment or gain unauthorized access to any information regarded as private by FrontalRain and assignees, including but not limited to, accessing data and information not intended for the Customer, or logging or pursuing to log onto a server or account which are construed to be authorized not to access, attempting to probe, scan or test the vulnerability of a system or network or attempting to breach security or authentication.
• 1.5.   The Customer hereby undertakes that it will not apply for any copyright, trademark or any other Intellectual Property Right for any aspect of the matter that constitutes FrontalRain’s Intellectual Property Rights or Confidential Information made available to the Customer. The Customer shall not alter nor shall they remove any of the FrontalRain’s notices/ legends from the Rain+ System or Documentation and any other material that is FrontalRain Proprietary Material.
• 1.6.   Restrictions on Copying: Copying of the Rain+ System is prohibited except with FrontalRain’s prior written consent and authorization. Neither Customer nor any Authorized User is authorized to sell, license, sub license, distribute, assign, transfer or distribute or timeshare the Rain+ System or otherwise grant any right under these Terms of Service to any third party (other than to Authorized User). Customer is not entitled to, and shall not make or permit others to rent, sub license, lease or lend, reverse engineer, disassemble, de-compile, recreate, enhance, translate or modify the Rain+ System or any part thereof or to create enhancements to or derivative works of the Rain+ System or any portions thereof or make any attempt to discover the source code/object code of the Rain+ System. The Customer shall not aggregate, copy or duplicate in any manner any of the content or information available on Hosting Environment or infringe any information, content.
• 1.7.   Customer will not display or use, in any manner, the FrontalRain trademarks, without FrontalRain’s prior permission. Customer will have no rights in any trademarks or service marks or trade names adopted by FrontalRain and/or its licensors for the Rain+ System or any part thereof.
• 1.8.   Should the Rain+ System be used beyond the usage rights as set out in these Terms of Service, FrontalRain shall notify Customer in writing about such usage and if Customer does not respond and solve the issue within 10 days (or such other period that FrontalRain may permit upon Customer’s request),of receipt of written notice from FrontalRain then FrontalRain shall be entitled to terminate the Order Form, without prejudice to any other rights or remedies FrontalRain may have under law or equity.
• 1.9.   The Customer are not allowed to challenge or assist others to challenge FrontalRain’s Intellectual Property Rights as contained herein or attempt to register any Intellectual Property Rights in a manner that is similar to those of FrontalRain. The Customer shall assist FrontalRain in the protection and enforcement of FrontalRain’s Intellectual Property Rights as may be required by FrontalRain or its assigns from time to time.

2. Obligations of Customer:

• 2.1.  Customer undertakes to comply with all the access authorization and access controls for the Customer’s access to the Services Environment as may be prescribed by FrontalRain. Customer shall limit the access to Services Environment only to its Authorized User. Each Authorized user shall follow the security policies and rules as have been notified by FrontalRain from time to time. Customer acknowledges that the Services are for Customer’s own business use only and agrees that the Customer shall not, in any way, commercially exploit the Services otherwise by licensing or making available the Services and/ or Rain+ System to any third party either by sale or lease or agency arrangement or any other arrangement. The Customer shall use the Rain+ System and the Services and the Service Environment solely for its internal processes and not for offering any paid or unpaid services/products using the same to its clients/customers or other third parties in any manner. The Customer shall use the help files solely in connection with the use of the Rain+ System and for no other purpose. Customer shall be responsible for all activity occurring under its control and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Service and/ or Rain+ System, including those related to data privacy, international communications and the transmission of technical or personal data. The Customer shall notify FrontalRain immediately of any unauthorized use of the Services or Services Environment or the Rain+ System. Customer represents, warrants and undertakes that all Customer Data will not infringe the Intellectual Property Rights of any third party. Customer shall ensure that it has the requisite software and hardware including backups that are necessary for accessing the Service Environment and to use the Rain+ System software.

3. Compensation:

• 3.1.  In consideration of the Services hereunder, the Customer shall pay FrontalRain the Fees only for the modules of Rain+ System specified therein. All amounts payable to FrontalRain are exclusive of any Taxes. Customer shall be entitled to deduct from applicable payments to FrontalRain, any tax on FrontalRain’ income deductible at source at the rates applicable as per the provisions under the Income Tax Act 1961 and provide FrontalRain with evidence or certificate of payment of such tax to the taxing authorities. FrontalRain shall submit invoices to Customer in accordance with the payment schedule in the Order Form. Customer shall remit payment to FrontalRain within fifteen (15) calendar days from the date of invoice. If any invoice remains unpaid after the aforesaid period, FrontalRain shall be entitled to recover the unpaid invoices or part of invoices with interest at 1.5% per month calculated from the payment due date until the recovery is made in full with interest and/or terminate or suspend the Services.

4. User Participation:

• 4.1.  Spamming and Illegal Activities: The Customer agrees to be solely responsible for the contents of their transmissions through the Services. The Customer agrees not to use the Services and/ or the Service Environment for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe Intellectual Property or other rights of another. The Customer agrees not to use the Services and/ or the Service Environment for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email.
• 4.2.  Data Ownership: The Customer owns the content created or stored by the Customer. Subject to the provision of these Terms of Service and the terms contained in the Privacy Policy, the Customer’s use of the Services does not grant FrontalRain the license to use, reproduce, adapt, modify, publish or distribute the content created by the Customer or stored in the user account for FrontalRain’s commercial, marketing or any similar purpose. But the Customer grants FrontalRain permission to access, store, transmit, reformat the content of solely as required for the purpose of providing the Services to the Customer.

5. Confidentiality:

• 5.1.  The Customer hereby acknowledges and agrees that the Rain+ System and the Documentation constitute and contain Confidential Information of the FrontalRain. The Customer hereby agrees to maintain, and ensure to maintain at all times the Confidential Information as confidential and to protect the confidentiality thereof in the same manner and degree as it protects the confidentiality of its own information, at all times exercising at least a reasonable degree of care in the protection of Confidential Information. The Customer acknowledges that any unauthorized use, transfer or disclosure of the Confidential Information will (i) substantially diminish the value to the Confidential Information; (ii) render FrontalRain’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a shortperiod of time and as a result FrontalRain shall be entitled to equitable relief to protect its interests, including, but not limited to, preliminary and permanent injunctive relief. FrontalRain may give a notice to the Customer on coming to know of the breach of the obligations relating to the Confidential Information and upon receipt of such notice from FrontalRain, the Customer shall render all necessary assistance and information to FrontalRain as may be required in this regard.

6. User Generated Content:

• 6.1.  The Customer may transmit or publish content created by the Customer using any of the Services or otherwise. However, the Customer shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines and FrontalRain shall not be held liable nor shall be held responsible for any claims by any third party pursuant to such content. The Customer is responsible for ensuring that no private content is accidentally made available publicly. In the course of using any of the Services, if the Customer comes across any content with copyright notice(s) or any copy protection feature(s), the Customer agrees not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services, the Customer affirms that the Customer has the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, the Customer expressly agrees that FrontalRain will have the right to block access to or remove such content made available by the Customer, if FrontalRain receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, the Customer expressly consents to determination of questions of illegality or infringement of third party rights in such content by the agent designated by FrontalRain for this purpose.

7. Privacy Policy:

• 7.1.  Please refer to FrontalRain’s Privacy Policy, available here for information on how FrontalRain collects, uses and discloses personally identifiable information from its Customers. By using the Services, the Customer agrees to the use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

8. Software updates:

• 8.1.  FrontalRain shall be entitled to provide new features and versions of the Rain+ System, in its sole discretion, to improve the usability and/ or performance of the Rain+ System and the Customer agrees to receive and permit FrontalRain to deliver such new updates and versions of the Rain+ System.

9. Restrictions on Use:

• 9.1.  The Customer shall not: (i) transfer or otherwise make available to any third party the Services / Rain+ System; (ii) provide any service based on the Services without prior written permission from FrontalRain; (iii) upload, post or transmit to or distribute or otherwise publish through the Rain+ System any materials which (a) restrict or inhibit FrontalRain from its functions or acts as hindrance to carry on its business, (b) shall constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (c) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (d) contain advertising of any kind, or (e) constitute or contain false or misleading indications of origin or statements of fact; (iv) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) use the Services/ Rain+ System for spamming and other illegal purposes. The Customer shall not be permitted to make derivative works or to make copies of Rain+ System and the Documentation. Nothing contained in the Terms of Service shall be construed to limit FrontalRain’s rights to modify the Rain+ System for FrontalRain’s other customers or purposes, or to develop or provide other products or services which are similar to any products or services developed or provided by the FrontalRain to the Customer herein.

10. Representations and Warranties:

• 10.1.  Other than the representation and warranties provided below, FrontalRain makes no further warranties to the Customer and FrontalRain hereby expressly waives all representation and warranties, express or implied in relation to the provision of its Services including without limitation, warranties of fitness, merchantability, non infringement or any implied warranties arising out of a course of performance, dealing or trade usage except warranties expressed in these Terms of Service, if any.
• 10.2.  Customer represents and warrants to FrontalRain that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation; (ii) it has the full right and authority to perform such obligations as stipulated in these Terms of Service and the same constitutes a legal, valid and binding obligation; and (iii) its execution, delivery and performance ofthese Terms of Service does not and will not conflict with, or constitute a breach or default under, its charter of organization, or any contract or other instrument to which it is a party.
• 10.3.  The Customer represents and warrants to FrontalRain that (i) all the information, documents, Customer Data which shall be uploaded and/or provided by the Customer or the Authorized User(s) at any point of time in any manner whatsoever to the FrontalRain are complete, genuine, accurate and authentic.
• 10.4.  FrontalRain warrants to the Customer that FrontalRain has the right to license the Rain+ System and distribute the Rain+ System and FrontalRain warrants to Customer that to the best of FrontalRain’s knowledge: (i) the Rain+ System is free and clear of any lien, encumbrance or written claim of any third party; and (iii) the Rain+ System does not and will not infringe the Intellectual Property Rights of any third party.
• 10.5.  The Customer is responsible for all activity on its User Account and for all charges incurred by its User Account.

11. Advertisements and Promotions:

• 11.1.  FrontalRain shall be entitled to use Customer’s name, trade names, designs and logo, if any, in FrontalRain’s marketing materials, website, media or publicity releases, public announcements, advertising, promotions or other communications including internal distributions to identify the Customer as a customer of FrontalRain.

12. Disclaimer of Warranties:

• 12.1.  THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE, SELECTION AND RESULTS OBTAINED OUT OF THE SERVICES, THE SERVICE ENVIRONMENT & THE RAIN+ SYSTEM IS AT THE CUSTOMER’S SOLE AND ENTIRE RISK. THE SERVICES, THE SERVICE ENVIRONMENT & THE RAIN+ SYSTEM ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. FRONTALRAIN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, INTEGRATION AND FITNESS FOR A PARTICULAR PURPOSE. FRONTALRAIN MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT THE CUSTOMER’S OWN DISCRETION AND RISK AND THE CUSTOMER ONLY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM, MOBILETELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY THE CUSTOMER FROM FRONTALRAIN, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY.
• 12.2.  FrontalRain does not accept any responsibility in any manner whatsoever for any opinion, statement, recommendation, advisory services, data loss, theft of Customer Data, corruption of Customer Data or the wrong usage or misuse of the information and/or any damage or leak of information and its consequential usage by a third party assistance or information etc. FrontalRain further represents that they are not responsible for the privacy policies or practices of other web sites to which the Customer choose to link from the Rain+ System.
• 12.3.  FrontalRain guarantees that the Rain+ System will substantially perform according to its descriptions provided however that such limited warranty shall not apply to the following: (a) Any Third Party Component’s deficiencies and related infringement for which FrontalRain expressly disclaims any warranty responsibility; (b) malfunctions, defects, or failures resulting from misuse; abuse; accident; neglect; improper installation, operation or maintenance; theft; vandalism; acts of God; acts of terrorism; power failures or surges; casualty; alteration, non-permitted modification, or repairs by any party other than FrontalRain; or any other third parties or causes beyond Party’s reasonable control; (c) any defect not made known to FrontalRain, as soon as practical after the defect first appears; and (d) incompatibility caused by hardware and/or software components installed on the Customer’s system.
• 12.4.  FrontalRain does not provide any guarantee that the Rain+ System will work correctly in case of violations of the terms described in these Terms of Service.
• 12.5.  FrontalRain shall not be liable to the other for any special, indirect, incidental, consequential (including loss of revenue, data and/or profit, for loss of privacy, for business interruption, for corruption, damage and loss of data or programs, for failure to meet any duty including any statutory duty, duty of good faith or duty of reasonable care, for negligence, for economic loss, and for any other pecuniary or other loss whatsoever), exemplary or punitive damages, whether in contract, tort or other theories of law, even if the Customer has been advised of the possibility of such damages. The total cumulative liability of either party under these Terms of Service shall not exceed in aggregate the amount paid to FrontalRain by the Customer for the Service that gives rise to such liability during the twelve month period immediately preceding such claim. The limitation of Customer’s liability herein shall not apply to liability resulting from

• i. The willful misconduct;
• ii. Breach of the service conditions and obligations in respect of use of the Services and the ServiceEnvironment and/or access of Rain+ System
• iii. Breach of confidentiality obligations
• iv. Breach of representation and warranties and
• v. Default in payment of Fee in the manner as set forth above.

• FrontalRain shall not be held liable for any delay or failure in its obligations, if and to the extent such delay or failure has resulted from a delay or failure by or on behalf of Customer to perform any of Customer’s obligations. In such event, FrontalRain shall be
• a. allowed additional time as may be required to perform its obligations, and
• b.entitled to charge the Customer for additional costs incurred, if any, as may be mutually agreed upon between the Parties.

13. Suspension and Termination:

• 13.1.  Term: This Agreement shall become effective on the effective date set forth above and shall continue for an initial term of contract period mentioned in the Order Form, unless sooner terminated as provided in these Terms of Service.
• 13.2.  Termination for Convenience: At any time during the Term of these Terms of Service, FrontalRain may, for any reason or no reason, terminate the Terms of Service by giving at least 30 (thirty) days written notice to the Customer.
• 13.3.  Customer has the right to terminate within ninety (90) Calendar days of initial advance receipt without giving any reason. The customer will be entitled to a complete refund of the payments made excluding taxes. After ninety (90) calendar days the customer shall not be entitled to any refund.
• 13.4.  Termination for Cause: Notwithstanding anything contained above, FrontalRain may terminate these Terms of Service forthwith by written notice to the Customer if any of the following occurs:
• (i)   a breach of any material obligation of these Terms of Service which cannot be remedied or commits a breach of a material obligation which can be remedied and fails to remedy it within thirty (30) calendar days of receiving a written notice requiring it to be remedied;
• (ii)   an encumbrancer takes possession of or a receiver or liquidator is appointed over any of the property or assets of the Customer;
• (ii)   an encumbrancer takes possession of or a receiver or liquidator is appointed over any of the property or assets of the Customer;
• (iii)   where a proposal is made for a voluntary arrangement or for any other composition, scheme or arrangement of the Customer with (or assignment for the benefit of) its creditors, or another arrangement of similar import;
• (iv)   upon the Customer being made subject to an administration order;
• (v)   the Customer going into liquidation or if it ceases to carry on its business; and
• (vi)   Due to non-payment.
• 13.5.  FrontalRain may suspend or terminate the Customer’s right to the Services in the event of expiry of the term or any breach of the Terms of Service by the Customer or in the event of any suspected illegal activity or due to extended periods of inactivity or pursuant to requests by any judicial, legislative or executive authority. Any objections should be made to support@frontalrain.com within thirty days of being notified about the suspension. In the event of the continued presence of any of the aforementioned events, FrontalRain shall have the right to terminate a suspended user account after thirty days. A suspension of Services shall involve (a) temporary termination of the Customer’s license to use and access the Services, or any portion thereof and the rights of any third party towhich the Customer have been granted access; and (b) impose limits on the Services or access to Rain+ System.
• 13.6.  In the event the Customer terminates its employment or engagement with any of its Authorized Users, the same shall be notified promptly to FrontalRain and FrontalRain shall have the right, upon receipt of such intimation, to debar the Authorised User from using the said Authorized User account and shall provide a thirty-day period to the Customer to permit the Customer to pull out all of its confidential information and proprietary information from the debarred Authorized User’s account. The thirty-day period shall automatically cease at the end of the thirty days and the same shall be notified to the Customer through a deactivation email sent to the Customer’s email id. FrontalRain is not obliged to allow the Customer to use the Services through such debarred Authorized User’s account.
• 13.7.  FrontalRain may at its discretion on such terms and conditions as it thinks fit, create new accounts for Authorized Users in place of disabled Authorized User accounts for the same Customer upon receiving a requisition thereto from the Customer such requisition stating the reasons of creation of the new Authorized User’s account. FrontalRain shall on such terms and conditions as it thinks fit, terminate any Authorized User’s account on the Customer’s request.
• 13.8.  Change of Control: Customer shall immediately notify FrontalRain, in writing, if there is any proposed or actual change in control (whether by way of a merger, amalgamation, acquisition of shares/assets or otherwise) of the Customer. FrontalRain, upon receipt of such notification from the Customer or suomoto, may cancel the Order Form upon being aware of an actual or proposed change of control of the Customer.

14. Consequences of Termination:

• 14.1.  Upon any expiration or termination of these Terms of Service, each Party shall, at its expense, return to the other Party, or destroy if the other Party so requests, such documents or other tangible material, including business data, copies, reproductions and duplicates thereof, embodying the Confidential Information and Intellectual Property Rights of the other Party, save such Confidential Information required to complete works in progress at the date of expiration or advance termination, in which case the same shall be returned or destroyed, as the case maybe, on completion thereof.
• 14.2.  All payments owing to FrontalRain under these Terms of Service shall be payable in full by Customer not later than seven (7) calendar days from the effective date of termination of these Terms of Service;
• 14.3.  Upon termination, the Services granted under these Terms of Service to the Customer shall forthwith cease and Customer shall have no right to use the Service Environment, the Services, Rain+ System and Documentation from the effective date of termination and the Customer shall forthwith cease to use any Intellectual Property Rights or Confidential Information of FrontalRain.

15. Renewal:

• 15.1.  Prior to the end of the initial term of subscription as mentioned in the Order Form, FrontalRain will send the Customer notice of the then- current Fees for renewal (a “Renewal Notice”), and the Customer, if desirous of renewal, will be required to pay such subscription fees prior to commencement of a new subscription term. The subscription fees will be due and payablein accordance with the terms set forth in the Renewal Notice. Any failure to pay the subscription Fees in accordance with Renewal Notice will result in automatic revocation of the renewal and the termination of these Terms of Service and all rights and licenses granted hereunder.

16. Non- Exclusivity:

• 16.1.  The Services rendered by FrontalRain shall be on a non-exclusive basis and FrontalRain shall be free at all times to provide the services or perform obligations same or similar to the Services and obligations envisaged hereunder to any of its other clients, either existing or future, and nothing herein shall preclude FrontalRain from providing such services or performing such obligations to its other clients.

17. Indemnification :

• 17.1.  Customer (“the Indemnifying Party”) shall defend, indemnify, and hold harmless FrontalRain and/ or their respective directors, officers, employees, representatives, and agents (“the Indemnified Party”) from and against any and all claims, actions, demands, and legal proceedings (collectively “Claims”) and all liabilities, damages, losses, judgments, authorized settlements, costs and expenses including, without limitation, reasonable attorney’s fees (collectively “Damages”), arising outof or in connection with:
• a.  any alleged or actual acts or omissions of the Indemnifying Party or failure to perform or comply with the terms and conditions of confidentiality under these Terms of Service;
• b.  any alleged or actual infringement and/or misappropriation by the Indemnifying Party of any proprietary or Intellectual Property Right;
• c.  any Claim of damaged real or tangible property;
• d.  violation by the Indemnifying Party of any governmental laws, rules, ordinances, or regulations; and/or
• e.  breach of any representationor warranty.
• No settlement shall be made without the Indemnified Party’s prior written approval.

18. Governing Law and Dispute Resolution:

• 18.1.  The Order Form and these Terms of Service shall be governed by and interpreted in accordance with the laws of India. All disputes, actions, claims or controversies (collectively referred to as “Disputes”) whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of these Terms of Service and the Order Form or breach thereof, shallbe referred to the courts at Bangalore.

19. Independent Contractor:

• 19.1.  Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the Customer and the FrontalRain for any purpose.

20. Notices:

• 20.1.  All notices, approvals, instructions, demand and other communication given or made to the Customer or the FrontalRain shall be made in writing and may be given by email or by facsimile or by courier or personal delivery to such addresses as mentioned in the Order Form. Any notice, approval, instruction, demand or othercommunication so addressed to the relevant Party shall be deemed to have been delivered (i) if given or made by registered mail, 3 (three) calendar days after posting; (ii) if given by personal delivery, at the time of delivery; and (iii) if given or made by facsimile, upon receipt of a transmission report confirming dispatch.

21. Specific Relief:

• 21.1.  The Customer hereto acknowledges and agrees that damages alone would not provide an adequate remedy for any breach or threatened breach of the provisions of these Terms of Service and therefore that, without prejudice to any and all other rights and remedies FrontalRain may have (including but not limited to damages), FrontalRain shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of such provisions.

22. Non-Exclusive Remedies:

• 22.1.  The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that FrontalRain may otherwise have at law or in equity.

23. Severability:

• 23.1.  If any provision of these Terms of Service shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, it shall be modified only to the extent required to make the same enforceable, and if such court determines this is not possible, the provision will be deemed severable and the remaining provisions shall remain in full force and effect.

24. Force Majeure:

• 24.1.  If and to the extent that FrontalRain’s (an “Affected Party”) performance of any of its obligations pursuant to the Order Form is prevented, hindered or delayed directly or indirectly by flood epidemic or pandemic events, earthquake, acts of war (declared or undeclared), acts of terrorism, insurrection, riots, strikes, acts of government, elements of nature or acts of God or any other similar cause beyond the reasonable control of the Affected Party, (each, a “Force Majeure Event”) and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the Affected Party shall be excused for such hindrance, delay or non-performance, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and the Affected Party continues to use commercially reasonable efforts to resume performance whenever and to whatever extent reasonably possible without delay, including through the use of alternate sources, workaround plans or other means; provided, however that the use of such alternate sources, workaround plans or other means shall cease upon the cessation of the Force Majeure Event. The Affected Party shall immediately notify the other Party upon the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If FrontalRain is unable to resume performance for 30 (thirty) consecutive days, then FrontalRain shall be entitled to terminate these Terms of Service forthwith by serving a written notice to the Customer.

25. Non Compete and Non Solicitation:

• 25.1.  The Customer agrees and undertakes that during the tenure of these Terms of Service and thereafter.
• a.  The Customer shall not directly or indirectly enter into any agreement or arrangement for developing any software similar to the Rain+ System with any third party globally; and
• b.  The Customer shall not directly or indirectly, solicit, induce or entice away, or take away or hire or endeavour to solicit or to entice away or take away or hire any employee of FrontalRain or take any other action that is intended to induce any employee of FrontalRain to terminate his or her employment for a period of 2 (two) years.

26. Survival:

• 26.1.  All the provisions that continues after termination shall be deemed to continue to be in force after termination.

27. Waiver:

• 27.1.  Unless expressly specified, the mere non-enforcement of any of its rights or the other Party’s obligations under these Terms of Service shall not be construed to be a waiver of its rights and shall not act as an estoppel from enforcing any of the obligations of the other Party.

28. Assignment:

• 28.1.  Customer shall not assign any rights or obligations hereunder these Terms of Service without the prior written consent of FrontalRain.

29. Amendment:

• 29.1.  FrontalRain reserves the right to change or modify any of the terms and conditions contained in these Terms of Service, the Order Form, the Privacy Policy or any policy or guideline applicable to the Services, at any time and in its sole discretion. Unless FrontalRain makes a change for legal or administrative reasons, or to correct an inaccurate statement, FrontalRain will provide the Customer with seven (7) days notice, by posting the change on the Rain+ System and an opportunity to comment on changes to these Terms of Service. If we make changes to policies referenced in or incorporated by these Terms of Service, FrontalRain may provide notice on the Rain+ System. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the website of FrontalRain and the Customer’s continued use of the Services after such time will constitute the acceptance of such changes or modifications. The Terms of Service will always show the last updated date at the top.

30. Authorised Signatories:

• 30.1.  Customer hereby represents and warrants that the individual signing the Order Form on its behalf is fully authorized to execute and deliver the Order Form and the Terms of Service and that these Terms of Service constitute the valid and binding obligations of the Customer.

31. End of Terms of Service:

• 31.1.  For any questions or concerns regarding these Terms of Service, please contact info@frontalrain.com.

EXHIBIT A: Definitions

"Authorized User(s)” means only those personnel of Customer who have a bona fide need to have access to FrontalRain’s Rain+ System in connection with the use of Services under these Terms of Service and the Order Form and are bound to comply and perform the obligations of the Customer in accordance with the Terms of Service.

“Customer Data”  means all applicable information, data and materials furnished or made available to FrontalRain and/or introduced in the Services Environment by or on behalf of Customer, using the Rain+ System and/or Services.

“Confidential Information”   means and includes all proprietary and confidential information including but not limited to commercial and business information, technical and artistic information trade secrets, know-how, inventions or products, research and development, production, manufacturing and engineering processes, computer software, the Documentation, costs, profit or margin information, finances, customers, vendors, finances, personal data, marketing and production, and future business plans, relating to the business of FrontalRain, third party proprietary information, whether written or oral, in whatever form, and such information that may be developed by FrontalRain for the purposes of these Terms of Service, whether protected under law or not.

“Customer Environment”   shall mean Customer’s computer, hardware, software and operating environment, on which the Rain+ System or component thereof shall be accessible for Customer’s use in accordance with these Terms of Service and the Order Form.

“Documentation”   shall mean the instructional and operating/user manuals or any other documents issued by FrontalRain to the Customer for the operation of the Rain+ System.

“Equipment”  means certain hardware/software items recommended by FrontalRain outside the Hosting Environment, for use by Customer’s Authorized User strictly for the use of the Rain+ System as notified to and agreed by the Customer.

“Fees”   shall mean the subscription fees and all other amounts to be paid by Customer to FrontalRain as more specifically set out in the Order Form and in Clause 7.

“Hosting Environment”  mean FrontalRain’s servers within the facilities and environment managed and utilized by FrontalRain to provide the Services to Customer, including all software, servers, hardware, networks,equipment, and telecommunications facilities and the technology installed within such environment.

“Intellectual Property Rights”  means any and all intellectual property rights and industrial rights of any kind, including without limitation, copyrights, patents, trademarks, design rights and trade secrets, utility models, inventions, service marks, logos, business names, (whether registered or unregistered),Internet domain names, applications for any of the foregoing, copyright, moral rights, rights in databases, data, source codes, object codes, reports, drawings, specifications, UI designs, Images, Process flow charts, know- how, trade secrets, Confidential Information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and any other form of related protection, statutoryor otherwise, wherever in the world subsisting, whether registered or not and including all applications of registration of the aforesaid before any regulatory authority.

“Rain+ System”   means the specific software applications/solutions whether owned or licensed by FrontalRain, which FrontalRain will either host on its Services Environment and/or install on the Customer Environment for the provision of Services under these Terms of Service. Rain+ System includes, without limitation, proprietary software programs, processes, algorithms, user interfaces, know-how, techniques and other tangible and intangibletechnical material or information and the technology installed within Rain+ System.

“Services Environment”   means collectively or severally (as the context may require) the Hosting Environment and Equipment which includes the Rain+ System.

“Taxes” means any sales, use, value added tax, service tax or any other taxes of similar nature or any similar, additional or replacement duty, levy or tax applicable to or in connection with the charges payable or Services rendered under these Terms of Service, other than tax based on FrontalRain’s income.

“Website”   means the web application Rain+ System which is hosted, managed and run at centralized FrontalRain designated facilities.

Last Updated on 26th Feb 2014

General:

This Privacy Policy Statement applies to all of the products and services offered by FrontalRain Technologies or its subsidiaries or affiliated companies ("The Company", "FrontalRain Technologies Pvt. Ltd", "we", "us", "our", and terms of similar meaning) and is incorporated into and subject to our Terms of Service. Capitalized terms not defined herein shall have such meaning as ascribed to the term in the Terms. The Customer and/ or the Authorized User shall hereinafter be collectively referred to as the “user”, “you”, “your”, “the Customer” and any other terms that bear similar meaning.

This Privacy Policy covers and describes how we collect, use and disclose information that we collect through the website: www.frontalrain.com, our subdomains and our service (Rain+).

Information Recorded and Use:

Personal Information

When you sign up for the Services or promotions that requires registration, we seek the personal information of the Customer and the Authorized User (such as name, email address and phone number). For our customers we also maintain Customer Data which is managed differently as explained in a later section. FrontalRain collects information under the direction of its Customers, and has no direct relationship with the individuals whose personal data it processes within the platform.

Correcting and Updating Your Personal Information:

To review and update, correct or delete your personal information and to ensure it is accurate, you may login into your account to make the changes, or you may contact us at support@frontalrain.com.

Access to Data Controlled by our Customers:

FrontalRain Technologies has no direct relationship with the individuals whose personal data it processes through the Rain+ system. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his query to the FrontalRain Technologies’s Customer (the data controller). If the Customer requests FrontalRain Technologies to remove the data, we will respond to their request within 30 business days.

Log Information:

Upon access of the Services, our servers automatically record information that your browser sends whenever you visit a website. These server logs may include information such as your web request, internet protocol address, browser type, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser.

Usage Details:

Your usage details including without limitation the time, frequency, duration and pattern of use, features used and the amount of storage used will be recorded by us for among other reasons, security concerns.

User communications:

When you send an email or other communications to FrontalRain Technologies, we retain those communications.

Customer Data:

FrontalRain Technologies will not review, share, distribute, or reference any Customer Data except as provided herein or the Terms,or as may be required by law. Individual records of Customer Data may be viewed or accessed for the purpose of resolving a problem, support issues, or suspected violation of the Terms of Service, or as may be required by law. Customers are responsible for maintaining the security and confidentiality of their user ids and passwords.

Contents of your User Account:

We store and maintain files, documents, to-do lists, emails and other data stored in your user account at centralized FrontalRain designated facilities. In order to prevent loss of data due to errors or system failures, we also keep backup copies of data including the contents of your user account. Hence your files and data may remain on our servers even after deletion or termination of your user account. We assure you that the contents of your user account will not be disclosed to anyone and will not be accessible even to employees of FrontalRain except in circumstances specifically mentioned in this Privacy Policy Statement and Terms of Service. We also retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Data Retention:

FrontalRain Technologies will retain personal data we process through the platform on behalf of our Customers for as long as needed to provide services to our Customer. FrontalRain Technologies will retain and use this personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Data integrity:

FrontalRain Technologies collects, processes and reviews all Customer Data only for the purposes for which it was collected and in accordance with this Privacy Policy or the Terms of Service or under law.

FrontalRain Technologies processes the various information you provide to offer solutions and results to you, as may be required for providing and enhancing the Services including without limitation:

• Auditing, research and analysis in order to maintain, protect and improve our services;
• Aggregating usage patterns, trends and other statistics;
• Developing new services;
• FrontalRain Technologies may also use data about customers for marketing purposes. For example, the Company may use information you provide to contact you to further discuss your interest in FrontalRain Technologies, the Service, and to send you information regarding the Company and its partners, such as information about promotions or events; and
• On occasion we use email address or other contact information to contact our Customers to ask them for their input on our services. We may also use your email address to send you promotional emails and update you about our latest products. Out of respect for your privacy, you may choose to stop receiving our promotional emails by following the unsubscribe instructions included in these emails or you can contact us at info@frontalrain.com. We may also use personal information about you to improve our marketing and promotional efforts, to analyze our website usage, to improve our content and product offerings, and to customize our website's content, layout, and services. These uses improve our website and better tailor it to meet your needs, so as to provide you with a smooth, efficient, safe and customized experience while using our website.

Information sharing:

FrontalRain Technologies shares Customer Data and any other information with other companies or individuals outside of FrontalRain Technologies in the following limited circumstances:

• We provide such information to our agents who have been engaged to perform functions on our behalf. We require that these parties agree to process such information based on our instructions and in compliance with this Privacy Policy and any other appropriate confidentiality and security measures. These parties are authorized to use such information only as necessary to provide these services to us.
• To (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce applicable Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of FrontalRain Technologies, its users or the public as required or permitted by law.
• If FrontalRain Technologies becomes involved in a merger, acquisition, or any form of sale or transfer of some or all of its assets. In this case, you will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.

However, we would like to state that no system can guarantee absolute security although, we take every reasonable precaution to assure that your data is secure in the manner provided in this Privacy Policy. All information collected from the Customer or that falls within the possession of FrontalRain is held on secure servers hosted by FrontalRain. However, the nature of internet is such that no data transmission over the Internet can be guaranteed to be 100% secure. However, we have assured to take such reasonable steps as laid out in these terms to protect your data.

Cookies:

We use temporary and permanent cookies to enhance your experience of our Services. Temporary cookies will be removed from your computer each time you close your browser. Permanent cookies or persistent cookie remains on your hard drive for an extended period of time. You can remove persistent cookies by following directions provided in your Internet browser’s “help” directory (Information on cookies). If you have turned cookies off, you may not be able to use registered areas of the website. We tie cookie information to your user id when you elect to remain logged in so as to maintain and recall your preferences within the website.

We may from time to time employ the services of a third party agent to analyze statistical and aggregate data about our website content and user base. This aggregated information is not personally identifiable and is employed in improving website functionality and offerings. To this end, these third parties may employ the use of cookies and, or pixel tags in providing their services. While these third party cookies are not tied to your Customer Data, FrontalRain does not have access to these cookies nor are we responsible for them.

Social Media Widgets:

Our Web site includes Social Media Features, such as the Facebook Like button [and Widgets, such as the Share this button or interactive mini-programs that run on our site]. These Features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy policy of the company providing it.

Links from our website:

Some pages of our website contain external links over which we have no control. You are advised to verify the privacy practices of such other websites. We are not responsible for the privacy policies or practices of the manner of use or misuse of information made available by you at such other websites. We encourage you not to provide personal information, without assuring yourselves of the Privacy Policy Statement of other websites. Nonetheless, we seek to protect the integrity of our website and welcome any feedback from you with regard to those linked sites.

Except as otherwise expressly included in this Privacy Policy, this document only addresses the use and disclosure of information we collect from you. To the extent that you disclose your information to other parties through such external links, whether they are subscribers or customers or otherwise, different rules may apply to their use, collection and disclosure of the personal information you disclose to them. Since we do not control the information use, collection or disclosure policies of third parties, you are subject to their privacy policies. We encourage you to ask questions before you disclose your personal information to others.

How secure is your Information:

We adopt industry appropriate data collection, storage and processing practices and security measures, as well as physical security measures to protect against unauthorized access, alteration, disclosure or destruction of your Personal Information, username, password, transaction information and data stored in your user account. Access to your name and email address is restricted to our employees and agents who need to know such information in connection with providing Services to you and are bound by confidentiality obligations.

Salient security features from the physical and network perspectives are:

• Physical security provided at the data center like biometric access, surveillance cameras, photo id card, etc.
• Network level security consisting of Robust Firewalls and Intrusion Detection Systems;
• Dedicated Personnel at the centralized FrontalRain designated facilities will monitor both the above on a 24X7 basis

Salient Security Features from an Application perspective are:

• Service provided on https protocol ensuring encryption of data and secure transmission.
• Comprehensive Application level security addressing issues like access level checking, SQL Injection, etc.
• Facility to configure a password policy, to enforce stronger and more secure passwords
• Backups of application and database on a regular basis

FrontalRain Technologies uses robust security measures to protect Customer Data from unauthorized access, maintain data accuracy, and help ensure the appropriate use of Customer Data. When the Service is accessed using Internet Explorer version 9.0 or later, Firefox version 14.0 or later, or Safari version 3.0 or later, or Google Chrome 21.0 or later, Secure Socket Layer ("SSL") technology protects Customer Data using both server authentication and data encryption. These technologies help ensure that Customer Data is safe, secure, and only available to the Customer to whom the information belongs and those to whom the Customer has granted access. FrontalRain Technologies also implements an advanced security method based on dynamic data and encoded session identifications, and the Company hosts its Web sites in a secure server environment that uses firewalls and other advanced technology to prevent interference or access from outside intruders. Because the Company uses the Service to maintain Data about FrontalRain Technologies' Customers, this information is secured in the same manner as described above for Customer Data.

Our Disclosure of Your Information:

We will share your personal information with third parties only in the ways that are described in this Privacy Policy and in Terms of Service. We do not sell your personal information to third parties. The following describes some of the ways that your information may be disclosed in the normal scope of business to provide our services:

Third party licensing agreement: Customer would be required to enter into a third party licensing agreement for the provision of Services in the manner as set out in Terms of Service.

Legal Requests: In the event of Emergencies, FrontalRain Technologies may disclose your personal information (a) to any governmental authority as part of an investigation to determine our compliance with any applicable law, rule, or regulation (including privacy laws, rules, and regulations), (b) in response to a court order, subpoena, discovery request, or other lawful judicial or administrative proceeding, (c) as otherwise required under any applicable law, rule, or regulation, and (d) in good faith, to protect or defend the rights or property of FrontalRain and other users.

We may post your company logo and testimonial along with your name on our website. If you want your logo or testimonial to be removed please contact us at support@frontalrain.com.

Choice:

We collect information for our customers through the platform, if you are a customer of one of our Customers and would no longer like to be contacted by one of our Customers that use our service, please contact the customer that you interact with directly.

Investigation of Illegal Activity:

We may need to provide access to your personal information and the contents of your user account to our employees and service providers for the purpose of investigating any suspected illegal activity or potential violation of the terms and conditions for use of FrontalRain Services. However, FrontalRain will ensure that such access is in compliance with this Privacy Policy Statement and subject to appropriate confidentiality and security measures.

Enforcement of Privacy Policy:

We make every effort, including periodic reviews to ensure that personal information provided by you is used in conformity with this Privacy Policy Statement. If you have any concerns regarding our adherence to this Privacy Policy Statement or the manner in which Personal Information is used for the purpose of providing FrontalRain Services, kindly contact FrontalRain Customer Support Services at support@frontalrain.com or write to us at:

Privacy Matters:

C/O FrontalRain Technologies Pvt. Ltd.
2nd Floor, Sona Towers,
71/2, Millers Road, Bangalore - 560052
Phone: +91-80-41203849 - Email: info@frontalrain.com

We will contact you to address your concerns and we will also co-operate with regulatory authorities in this regard if needed.

Notification of Changes:

Any changes to the Privacy Policy Statement will be posted on our website in order to keep you informed of any changes in nature of information collected, manner of collection, use and sharing of information. If at any point we decide to use your information in a manner different from that stated at the time it was collected, we will notify you by email prior to the change becoming effective and provide you with the ability to opt out of these new uses unless you have opted out from receiving all email notifications from us. You will not receive email notification of minor changes to the Privacy Policy Statement.

End of Privacy Policy:

If you have any questions or concerns regarding this Privacy Policy Statement, please contact us at info@frontalrain.com. We shall respond to all inquiries within 30 days of receipt upon ascertaining your identity.