Terms of Service

These Terms of Service (“Terms”), together with the Privacy Policy (https://osuite.io/privacy-policy) (collectively, the “User Agreement”), form a legally binding electronic record under the Information Technology Act, 2000 and rules made thereunder. The Platform at https://osuite.io (“Website”) is operated by Xophura Technologies Pvt Ltd, a company incorporated under the laws of India with its registered office at Proworks, 235, 13th Cross Rd, Indira Nagar II Stage, Hoysala Nagar, Indiranagar, Bengaluru, Karnataka 560038.

Definitions

“Services” or “SaaS Services” means the Osuite observability platform, including log, metric, trace, RUM and related data ingestion, storage, querying, dashboards, alerting, APIs, agents and documentation, made available by the Company on a subscription basis.
“Platform” means the Website and the Services.
“Customer” means the User that has registered an account, and includes the entity on whose behalf the account is registered.
“Authorised Users” means the Customer’s employees and contractors that the Customer permits to access the Services under its account.
“Customer Data” means all logs, metrics, traces, events, session data and other data submitted to the Services by or on behalf of the Customer, including via agents, SDKs or APIs.
“Fees” means the subscription and usage-based charges for the plan selected by the Customer, as published on https://osuite.io/pricing or set out in an order form.
“Effective Date” means the date the Customer first accepts these Terms or first accesses the Services, whichever is earlier.
“Term” means the period from the Effective Date until the Customer’s account is terminated in accordance with these Terms.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Bengaluru, India.

General

For the purposes of these Terms, ‘User’ and wherever the context may require, ‘You’ (or any variation thereof), shall mean any natural or legal person (including any legal heirs, administrators or successors) who has agreed to become a user of the Platform by accessing or using the Platform. If You are accepting these Terms and using the Services or the Platform on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so.
Unless the context otherwise requires, “Osuite”, “We”, “us”, “our” or “Company” shall mean Xophura Technologies Pvt Ltd or any of its licensees, whether now or in the future. “Customer” and “You” are used interchangeably; “SaaS Provider” and “the Company” are used interchangeably.
These Terms contain rules, regulations, policies, terms and conditions applicable to any Person who may access or use the Platform, as modified and updated from time to time.
Use of the Platform and the Services provided are subject to the rules and regulations, policies, notices, terms and conditions set forth or included by reference in these Terms.
Please read these Terms carefully before using or registering on the Platform, accessing any material, information or Services, posting any information at or through the Platform.
As a User, the User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean Your affirmative action is on entering information as requested on the sign up page or simply by accessing or visiting the Platform. If You do not agree or are not willing to be bound by the User Agreement and our Policies(defined below), please do not enter information as requested on the sign up page and click the “Sign up” button or do not seek to obtain access to, view, visit, download or otherwise use the Platform (or any of its components/constituents) or any information or Services.
By impliedly or expressly accepting these Terms, You also accept and agree to be bound by applicable policies of the Company including the Privacy Policy as published on the Platform (“Policies”) communicated to the Users by publication on the Platform.
The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Platform.

Amendment

The Company reserves the right to modify the Platform and/or alter these Terms and/or Policies at any time and retains the right to deny access at any time including the termination of membership and deletion of the account, to anyone who the Company believes has violated the provisions of the User Agreement.
You are advised that any amendment to the User Agreement incorporated herein by reference will only be notified on the Platform on publicly accessible links and You agree by accessing, browsing or using the Platform that such publication shall immediately constitute sufficient notice for all purposes against You. The revised version/ terms shall be effective from the time that the Company publishes the same on the Platform.
The Company will give at least 30 days’ notice of any amendment that materially reduces the Customer’s rights or increases its obligations, by publishing on the Platform or emailing the Customer’s registered address. Continued use of the Services after the notice period constitutes acceptance. If the Customer objects to such an amendment it may terminate its account before the amendment takes effect.

Eligibility

In order to use the Platform, You need to be 18 (eighteen) years of age or older. The Platform may only be used or accessed by such Persons who can enter into and perform legally binding contracts under Indian Contract Act, 1872.
The Company shall not be liable in case of any false information is provided by the User including User’s age and the User and/or his natural or appointed guardian alone shall be liable for the consequences as per the applicable Law of the country to which the User belongs.
The Company disclaims all liability arising out of such unauthorised use of the Platform and any third party liability arising out of Your use of the Platform if You are a minor.

Registration and Creation of Profile

A User is required to register and create a profile by creating a username and password or registering using email verification and providing necessary details about the User in order to be eligible to access the relevant Services.
You are solely responsible for maintaining secrecy and confidentiality of Your login details including Your user name, password and user code (if any).
The User hereby agrees and acknowledges that the Platform will grant access to any person who has obtained Your username, password and code in the same manner as it would have granted access to You and You shall be responsible for all activities conducted under Your username, password and any code. The User is responsible for maintaining the confidentiality of the User’s account access information and password, if the User is registered on the Platform.
The User shall immediately notify the Company of any actual or suspected unauthorized use of the User’s account or password. Although the Company, its directors, shareholders, Affiliates, employees, associates, contractors or agents (“Personnel”) shall not be responsible in any manner for any Losses occurring from any breach of secrecy of Your username, password, user code or any unauthorized use of Your account, and You shall be liable for any Losses suffered by the Company or such other parties as the case may be, due to any unauthorized use of Your account.
You agree that the sole purpose of registering on or using the Platform is to access and use the Services for Your lawful business purposes, and You shall not use the Platform in any manner whatsoever for any other purpose other than as mentioned above and for purposes which are not permitted under the applicable Law.

User Information

You agree to provide true, accurate, up to date and complete information while signing up on the Platform or for any other purpose when prompted or requested to do so on the Platform.
Certain information You provide on the Platform in Your profile may reveal, or allow others to identify different aspects of Your private life, and more generally about You. You are expressly and voluntarily accepting the terms of the User Agreement and supplying all such information by You on the Platform, including all information deemed “personal” or “sensitive” by applicable Laws, is entirely voluntary on Your part.
You are responsible for all carrier data plan and other fees and taxes associated with Your use of our Services. We may charge You for our Services, including applicable taxes. We do not provide refunds for our Services, except as required by Law.
The Company shall not be responsible in any manner whatsoever for the authenticity of the personal information or sensitive personal data or information supplied by the User to the Company or to any other person acting on behalf of the Company.
You are prohibited from misrepresenting Your identity and agree not to represent Yourself as another User or login/ register using the identity of any other Person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on the Platform to ensure that the information provided by You is true, accurate, current, complete and not misleading at all times.
If You provide any information that is untrue, inaccurate, misleading, not current or incomplete or the Company has reasonable grounds to believe that such information is untrue, inaccurate, misleading, not current or incomplete, or not in accordance with the User Agreement, the Company reserves the right to indefinitely suspend or terminate or block Your use or access to the Platform in any manner whatsoever. Should any other User or Person act upon such untrue, inaccurate, not current or incomplete information provided or verified by You, the Company, and its Personnel shall not be liable for any damages, Losses, direct, indirect, immediate or remote, interests or claims resulting from such information to You or to any third party. You hereby agree and undertake to indemnify and to hold harmless the Company, and its Personnel in accordance with the Indemnity clause contained in these Terms.

Acceptable Use

The Customer must not, and must not permit any Authorised User or third party to:
1. use the Services in breach of applicable Law or in a manner that infringes any third party’s rights;
2. submit any data to the Services that the Customer does not have the right to submit;
3. resell, sublicense, rent, lease or otherwise make the Services available to any third party except to Authorised Users;
4. copy, modify, reverse engineer, decompile or create derivative works of the Services, or access the Services to build a competing product;
5. probe, scan, interfere with or circumvent any security, rate limit, quota or authentication mechanism of the Services;
6. share account credentials or API keys with anyone other than Authorised Users, or use another Customer’s credentials;
7. use the Services in a way that imposes an unreasonable load on the Company’s infrastructure or degrades the Services for other customers.
The Company may suspend access to the Services, in whole or in part, where it reasonably believes the Customer is in breach of this section, or where necessary to protect the Services or other customers, and will notify the Customer as soon as reasonably practicable.

Security

The Company will maintain commercially reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data.
The Customer is responsible for keeping its account credentials, API keys and ingestion tokens confidential, for the security of its own systems and instrumentation that send data to the Services, and for all activity conducted using its credentials.
Each Party will notify the other without undue delay upon becoming aware of any unauthorised access to Customer Data or the Customer’s account.

Electronic Communication

You agree to keep Yourself updated with all data, information and communication pertaining to You made available on the Platform by the Company. You further agree that Your use of the Platform or provision of any data or information including any correspondence (by email or otherwise) to or by the Company is through electronic records and You consent to receiving communication from the Company via electronic documents including emails and/or SMS, which will be deemed adequate for service of notice/ electronic record.
The Company may send service announcements, security notices, billing notices and administrative messages to the Customer’s registered email address. These are part of the Services and cannot be opted out of. The Company may also send product and marketing communications, which the Customer may opt out of at any time.

Services

On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
The Customer agrees that the SaaS Provider owns or holds the applicable licenses to all Intellectual Property Rights, including but not limited to copyright, in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer, including any Customer configuration documentation.
The Company may add, change or remove features of the Services from time to time. Where a change materially reduces core functionality of the Customer’s paid plan, the Company will give at least 20 Business Days’ notice.
The Parties agree that the SaaS Provider:
1. will supply the Services on a non-exclusive basis;
2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer’s systems, networks or configuration, or the facilities or services of any third party.
The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
SaaS Service Licence
1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).
2. The Customer agrees that the SaaS Licence:
  1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
  2. permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and
  3. permits the Customer to provide access to and use of the SaaS Services to its Authorised Users.
Free plans and trials are provided at the Company’s discretion. The Company may modify, limit or discontinue any free plan or trial at any time, may enforce ingestion, retention or user quotas on such plans, and may delete data associated with free accounts that have been inactive for 90 days or more.
The Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned maintenance (for which the Company will endeavour to give advance notice) and events outside its reasonable control. Unless the Customer has entered into a separate written service level agreement with the Company, no uptime commitment or service credit applies. Support is provided by email at the level applicable to the Customer’s plan.

Fees and Payment

The Customer must pay the Fees for its selected plan. Subscription Fees are billed in advance for each billing period; usage-based Fees (including data ingested or stored above plan limits) are billed in arrears. All Fees are exclusive of applicable taxes, which the Customer must pay in addition.
Subscriptions renew automatically at the end of each billing period unless the Customer cancels before the renewal date through the Platform or by written notice to the Company.
Except as required by Law or expressly stated otherwise, Fees are non-refundable, including for partial billing periods, downgrades or unused capacity.
The Company may change the Fees or plan limits by giving at least 30 days’ notice, published on the Platform or sent to the Customer’s registered email. Changes apply from the Customer’s next billing period after the notice period.
If any Fees are not paid when due, the Company may, after 7 days’ notice, suspend access to the Services until payment is received, and may charge interest on overdue amounts at a rate equal to the Reserve Bank of India’s repo rate plus 8% per annum, calculated daily.
If the Customer issues a purchase order, the terms of these Terms prevail over any conflicting terms in the purchase order.

Customer Data

As between the Parties, the Customer owns all right, title and interest in Customer Data. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data solely as necessary to provide, secure, support and improve the Services and to comply with Law.
The Customer is solely responsible for the content, accuracy and legality of Customer Data and for obtaining all rights and consents required to submit it to the Services. The Customer must not submit payment card data, protected health information or other regulated data to the Services unless agreed in writing with the Company.
The Company will not sell Customer Data and will not access it except to provide the Services, respond to support requests, prevent or address technical or security issues, or as required by Law.
The Company may collect and use aggregated or de-identified data derived from use of the Services (such as ingestion volumes, query patterns and feature usage) to operate, benchmark and improve the Services, provided such data does not identify the Customer or any individual.
Customer Data is retained for the retention period applicable to the Customer’s plan and is deleted on a rolling basis thereafter. On termination of the account the Company will make Customer Data available for export for 30 days, after which it will be deleted from active systems within a reasonable period, subject to routine backups and legal retention obligations.
The Company processes personal data contained in Customer Data as a processor on behalf of the Customer in accordance with the Privacy Policy. Where required by applicable data protection Law, the Parties will enter into the Company’s data processing addendum, available on request from legal@osuite.io. A current list of sub-processors is available on request.

By using the Platform and/or by providing Your Information, You consent to the collection and use of such Information disclosed by You on the Platform, by the Company. The personal information / data including but not limited to the information provided by You to the Platform during the course of You being a registered User shall be retained in accordance with the Privacy Policy published on the Platform from time to time which is incorporated herein by reference and applicable Laws including but not limited to Information Technology Act, 2000 and rules there under. If You do not agree to Your information being transferred or used in this way, please do not use the Platform.
The Company views the protection of User’s privacy as a very important community principle. The Company clearly understands that You and the personal information provided by You is one of the most important assets to the Company. The Company stores and processes the information provided by You that are protected by physical as well as reasonable technological security measures and procedures in compliance with the applicable Law.

Warranties and Disclaimer

Each Party warrants that it has the authority to enter into and perform these Terms.
Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the maximum extent permitted by Law, the Company disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free or free of harmful components, or that all data submitted will be ingested, stored or displayed without loss or delay.

Limitation of Liability

In no event shall the Company or its Personnel or its suppliers, service providers and internal service providers be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible Losses arising (in any manner whatsoever) out of or in connection with the Platform, services provided by internal service providers on behalf of the Platform or the Company or any other services.
The Company’s liability under all circumstances is limited to the amount of charges/ fees, if any, paid by You to the Company. The Company, its Personnel and internal service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any information or communication provided on or through the use of the Platform or that of the operation of the Platform will be error free and/or uninterrupted. The Company assumes no liability whatsoever for any monetary or other damage suffered by You on account of: (a) the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Platform; or (b) any delay, failure, interruption or errors in the operation of the Platform.

Indemnity

The Customer will defend, indemnify and hold harmless the Company and its Personnel from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Data; (b) the Customer’s or its Authorised Users’ use of the Services in breach of these Terms or applicable Law; or (c) any information provided by the Customer that is untrue, inaccurate or misleading.
The Company will defend the Customer against any third-party claim that the Services, as provided by the Company, infringe that third party’s intellectual property rights, and will pay any damages finally awarded or agreed in settlement, provided the Customer promptly notifies the Company of the claim, gives the Company sole control of the defence and settlement, and provides reasonable assistance. This obligation does not apply to claims arising from Customer Data, combinations with products not supplied by the Company, or use in breach of these Terms.

Confidentiality

Each Party will keep confidential all non-public information disclosed by the other Party in connection with these Terms, including Customer Data, pricing and technical information (“Confidential Information”), will use it only to perform its obligations or exercise its rights under these Terms, and will not disclose it to any third party except to its employees, contractors and advisers who need to know it and are bound by equivalent confidentiality obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known to the receiving Party before disclosure, is independently developed, or is required to be disclosed by Law or court order (with prompt notice to the disclosing Party where permitted).

Breach and Termination

Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit including but not limited to cancellation of the membership and deletion of the account , limit Your activity on the Platform, immediately remove Your information, or warn other Users of Your actions, forthwith temporarily/indefinitely suspend or terminate or block Your user account/membership, and/or refuse to provide You with access to the Platform or initiate any legal action it may deem fit, particularly in the event: You breach any of the provisions of the User Agreement, any of the documents, agreements between the Company and You in addition to these Terms, terms and conditions made thereunder which are incorporated therein by reference; any misuse of Your account, in case the Company is unable to verify or authenticate any information provided by You, if the Company believes that Your actions may cause legal liability to the Company, other Users or Yourself.
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against the User. Any User that may have been suspended or blocked may not register or attempt to register with the Platform or use the Platform in any manner whatsoever until such time that such User is reinstated by the Company. Notwithstanding the above, if You breach the Terms or the Policies and other documents incorporated therein by reference or any other agreements entered into by the Company and You in addition to the Terms, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against You.
You agree and acknowledge that we, in our sole discretion, without prior notification or intimation, may terminate your access to all or part of the Platform or cease to provide accessibility to the Platform, for reasons including but not limited to:
1. In response to the requests of law enforcement agencies or other government institutions;
2. In response to your own request;
3. The suspension or major modification of the website or any of its services;
4. Unforeseeable technical issues;
5. Occurrence of an event outside our control.
All Your obligations and liabilities incurred prior to the termination date shall survive the termination of the User Agreement for all purposes.
The Customer may terminate its account at any time through the Platform or by written notice to the Company. Termination takes effect at the end of the then-current billing period; no refund is payable for the remainder of that period. On termination for any reason, the Customer’s right to access the Services ends, and Customer Data will be handled as set out in the Customer Data section.

Governing Law and Disputes

These Terms are governed by the laws of India. Subject to clause 2, the courts at Bengaluru, Karnataka have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
Any dispute that the Parties are unable to resolve within 30 days of written notice will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement (or, failing agreement, in accordance with that Act). The seat of arbitration is Bengaluru and the language is English.

Publicity

By signing up for the Services, You grant the Company a non-exclusive, royalty-free, worldwide licence to use Your name, trade name and logo on the Company’s website and in its marketing materials solely to identify You as a customer of the Company.
You may withdraw this consent at any time by writing to legal@osuite.io, and the Company will remove such references within a reasonable period thereafter.

Miscellaneous

These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between the Parties regarding the Services and supersede all prior agreements and understandings.
Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
The Customer may not assign these Terms without the Company’s prior written consent. The Company may assign these Terms to an Affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. No waiver is effective unless in writing. Nothing in these Terms creates a partnership, joint venture or agency between the Parties.
Provisions which by their nature should survive termination (including Customer Data, Fees, Limitation of Liability, Indemnity, Confidentiality and Governing Law) survive termination.

Questions

If you have any questions about these Terms, please contact us at legal@osuite.io