These Customer Terms of Use (“Customer Terms”) form part of a legally-binding agreement (“Customer Agreement”) between the organisation or entity you represent (the “Customer”) and Twimo Solutions Private Limited (“Twimo”, “we” or “us”) headquartered at Palace Cross Road, Vasanth Nagar, Bangalore - 560020, India, and governs the Customer's access to and use of Twimo’s online collaboration and data management platform that includes its web-based application, website, services and systems (collectively, the “Services”) meant for nonprofit organisations and social enterprises.

Before using the Services, please read these Customer Terms (or, if applicable, your written agreement with us), the User Terms of Use, the Privacy Policy, the Acceptable Use Policy, the Security Practices document, the Data Protection Addendum (if applicable) and any other conditions of use posted on our website, all of which are incorporated into the Customer Agreement by reference and form part of the Customer Agreement.

The User Terms of Use (“User Terms”) govern the access to and use of the Services by an individual who is invited to a team set up by the Customer on our Services and authorised to use the Services (“User”). Our Privacy Policy explains how Twimo collects, uses and discloses information from the Customer and Users relating to their use of our Services. Our Acceptable Use Policy lays down what is acceptable and unacceptable conduct on the Services. Our Security Practices document details the technical, administrative and organisational measures that Twimo takes to safeguard information. Our Data Protection Addendum details the roles, rights and responsibilities of Twimo and the Customer related to the processing of personal information in connection with the European Union's General Data Protection Regulations (GDPR).

We reserve the right to make changes or modifications to these Customer Terms or the Customer Agreement at any time, without notice and at our sole discretion. Any changes or modifications to these Customer Terms or the Customer Agreement will be effective immediately upon posting the revisions on our Services. The Customer’s or its Users’ continued use of our Services following the posting of changes or modifications to these Customer Terms or the Customer Agreement will constitute the Customer’s acceptance of such changes or modifications. If the Customer does not agree to such changes or modifications, the Customer or its Users should not continue to use the Services.

YOUR AGREEMENT ON BEHALF OF THE CUSTOMER

If you purchase a subscription, create or authorise us to create teams for the Customer on the Services, invite Users to these teams, or use or allow use of the Services, you

• acknowledge to have read and understood the Customer Agreement;
• represent and warrant that you are authorised to accept the Customer Agreement on behalf of the Customer and bind the Customer to the Customer Agreement;
• accept the Customer Agreement on behalf of the Customer and bind the Customer to the Customer Agreement; and
• represent and warrant that the Customer will be responsible for your violation of the Customer Agreement.

You agree that you will also be individually bound by the User Terms related to your individual use of the Services.

If you do not agree to the Customer Agreement, do not access or use the Services.

CUSTOMER REPRESENTATIVE AND ADMINISTRATORS

The Customer has the right to assign and modify roles of its Users (including you) or otherwise exercise its rights under the Customer Agreement.

The Customer shall elect a User to be the ultimate authority and representative of the Customer (“Customer Representative”) in its interactions and transactions with us, with the responsibility to discharge the responsibilities and obligations of the Customer under these Customer Terms and the Customer Agreement.

The Customer shall inform Twimo (in writing or by email) of the name, contact information and other relevant details about the Customer Representative. Any communication sent from Twimo (in writing or by email) to the Customer Representative would be deemed as official communication from Twimo to the Customer.

By default, you will be the first Customer Representative for the Customer. If the Customer elects to replace you with another individual as the Customer Representative or you inform us of such change, you agree to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority to the new Customer Representative.

In addition to the Customer Representative, the Customer shall elect one or more Users to manage its teams and/or lists configured under the teams (“Administrators”). The term Administrators also includes the Customer Representative for all intents and purposes. Administrators have the right to configure certain aspects of the Services for the Users, invite Users to join teams, moderate, archive or delete User Content (as defined in User Terms) created by the Users, remove Users from teams, provide or revoke Administrator privileges to other Users, and selectively provide or revoke permissions, privileges and/or access to the Services or parts thereof to Users.

Administrators are responsible for

• ensuring confidentiality of their Administrator account credentials,
• taking steps to ensure that they do not lose control of their Administrator accounts,
• ensuring the competence of Users they make or request Twimo to make as Administrators,
• ensuring that all activities, User Content and user behaviour in the Customer’s teams on these Services are in compliance with the Customer Agreement,
• informing Twimo promptly of any breach of or loss of control to Administrator or User accounts or any violation of the Customer Agreement that they detect.

If

• the Customer is left without a Customer Representative for any reason, or
• the Customer has lost control of the Customer Representative account, or
• the Customer Representative elected by the Customer is unreachable for an extended period of time, no less than ten (10) business days,

Twimo may provide control of the Customer Representative account to a person providing proof that Twimo deems sufficient to determine that the person has the authority to act on behalf of the Customer. The Customer agrees not to hold Twimo liable for any consequences arising out of such an action taken by Twimo in good faith.

The Customer understands and agrees that Twimo is not responsible for the administration and/or management of the Services as they apply specifically to the Customer’s teams, its Users or their User Content.

CUSTOMER DATA AND OWNERSHIP

Users of the Customer may submit User Content to the Services that individually and collectively form “Customer Data”.

We claim no intellectual property rights over Customer Data. The Customer retains ownership of Customer Data, but by uploading it to the Services, the Customer grants us the worldwide, non-exclusive, limited-term license to access, use, copy, reproduce, process, adapt, publish, distribute, perform, transmit, host and display Customer Data only as reasonably necessary to (i) provide, maintain, analyze, improve and update the Services, (ii) prevent or address service, security, support or technical issues; (iii) process as required by law or as permitted by the Customer Agreement or as instructed by the Customer. The Customer represents and warrants that it has secured all rights in and to Customer Data from its Users as may be necessary to grant us this license.

The Customer will inform its Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data and ensure the transfer and processing of Customer Data under the Customer Agreement is lawful. Twimo is not responsible for what Customer’s Users do with Customer Data. The Customer bears sole responsibility for adequate security and protection of Customer Data when in the Customer’s or its Users’ possession or control.

Twimo takes the security of Customer Data very seriously. Please review our Security Practices document to understand the technical, administrative and organisational measures that Twimo takes to safeguard Customer Data.

TWIMO’S ROLE IN PROVISIONING OF SERVICES FOR THE CUSTOMER

The Customer understands that certain activities related to the provisioning, setup or de-provisioning of the Services for the Customer can only be done by Twimo.

When applicable, the Customer shall request and authorise Twimo to do the following on its behalf:

• create the organisation pertaining to the Customer,
• create the teams needed for the Customer,
• invite Users to join these teams by sending an invitation email to the email addresses the Customer shares with Twimo for this purpose,
• mark one or more Users specified by the Customer, as Administrators,
• manage User permissions,
• provision or de-provision access to the Services,
• configure, customise, and manage surveys, charts, showcases and data visualisations,
• delete lists and/or teams,
• process Customer Data in accordance with the Customer’s instructions,
• process payments towards fees and charges for the Customer’s use of the Services.

Twimo shall execute such Customer instructions strictly on behalf of the Customer, provided such instructions are commensurate with the functionality of the Services and consistent with the Customer Agreement.

The Customer acknowledges and understands that, based on the nature and scope of these instructions, Twimo’s execution of such Customer instructions may result in the access, use, disclosure, modification, processing or deletion of some or all Customer Data and the Customer agrees that Twimo shall not be liable for any such result or outcome.

USE OF THE SERVICES

The Acceptable Use Policy lays down what is acceptable and unacceptable conduct on the Services.

The Customer must comply with the Customer Agreement and ensure that its Users comply with the Customer Agreement, the User Terms and the Acceptable Use Policy. The Customer is responsible for its Users, including any violations of the Customer Agreement by its Users.

We may review User conduct for compliance purposes, but we have no obligation to do so. We are not responsible for any User Content, Customer Data or the way the Customer or its Users choose to use the Services to store or process any Customer Data.

The Services are not intended for and should not be used by anyone under the age of 18. The Customer must ensure that all Users are over 18 years of age. The Customer is solely responsible for providing, at its cost, all equipment, software, and Internet access necessary for itself and its Users to access and use the Services.

If we believe that there is a violation of the Customer Agreement that can be remedied by the Customer’s action (for example, removal of certain Customer Data or a User Account), we will, in most cases, request the Customer to take action. However if the Customer does not take appropriate action or if we believe that there is a credible risk of harm to us, the Services, other customers, users or third parties, we reserve the right to take what we, in our sole discretion, deem appropriate action that may result in, among other things, removal of Customer Data, termination or suspension of the Customer’s rights to use the Services and/or legal action.

SUBMISSIONS

We welcome questions, comments, suggestions and ideas about Twimo and our Services (“Feedback”) from our customers. The Customer agrees that any Feedback provided by the Customer or its Users shall become the sole property of Twimo. Twimo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise. The Customer acknowledges that Twimo is not obligated to provide acknowledgment or compensation to the Customer, its Users or any other third party in exchange for Feedback.

MODIFICATION OR DISCONTINUATION OF SERVICES

We reserve the right, at our discretion and without being liable to the Customer, its Users or to any third party, with or without prior notice, at any time and from time to time, to modify or discontinue, temporarily or permanently, any portion of our Services or the Services in their entirety. Any new features or improvements that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Customer Agreement.

SUBSCRIPTION, FEES AND PAYMENTS

The Services are made available to the Customer and its Users on a subscription basis. The subscription fee (“Subscription Fee”) is determined by Twimo based on the Customer’s stated requirements of features, usage limits, support, customisation and duration (“Subscription Plan”). The Subscription Fee and Subscription Plan (collectively the "Subscription Terms") shall be agreed upon by the Customer and Twimo before the commencement of the use of the Services by the Customer and its Users.

A calendar month is the shortest unit of our billing cycle. The Subscription Fee is paid at the start of the billing cycle and is automatically renewed at the start of each new billing cycle.

All stated fees are exclusive of all taxes, levies or duties imposed by taxing authorities and the Customer shall be responsible for the payment of all such taxes, levies or duties. Where required by law, Twimo will collect applicable taxes on behalf of the taxing authorities, in addition to the stated fees, and remit those taxes to taxing authorities.

The Customer authorises Twimo, or its designated payment processor, to charge a specified credit card, debit card or other payment method for such fees, on a recurring basis at the start of each billing cycle.

Unless otherwise specified or agreed upon, all payments and fees are in United States dollars and all charges will be made in United States dollars. The Customer may incur currency exchange or foreign transaction fees based on its agreement with its credit card or other payment method provider.

In the event, the laws of the Customer’s jurisdiction do not permit the Customer to make payments through the modes of payments provided by us to the Customer or if we have indicated any such exclusions or exceptions that may apply to the Customer, the Customer may get in touch with us to discuss the alternative modes of payment. We are not liable for any losses that the Customer may incur as a result of its use of a mode of payment that is (i) not permitted by the laws of its jurisdiction, or (ii) falls under any such exclusions or exceptions that may apply to it as indicated by us.

The Customer agrees to base purchase decisions solely on the functionality and features of the Services available at the time of making the decision and not on the expectation of any future functionality or features of the Services, even if plans to deliver such functionality are shared by Twimo.

SUBSCRIPTION CHANGES

Twimo reserves the right, at our discretion and without being liable to the Customer, its Users or to any third party, at any time and from time to time, to change the Subscription Terms with written notice to the Customer.

The Subscription Terms may be revised if the Customer anticipates significant changes to its requirements vis-a-vis the Subscription Terms that it communicates to Twimo in writing, or if the Customer’s or its Users' use of the Services significantly or consistently exceeds or otherwise deviates from the Subscription Terms, as determined by Twimo at its sole discretion. Twimo will provide the Customer with the revised Subscription Terms in writing and automatically change billing and/or the provisioning of the Services according to the revised Subscription Terms.

If the Customer does not agree to the revised Subscription Terms, the Customer must respond to Twimo within 3 working days and bring its use of the Services in line with the existing Subscription Terms.

In the event of revision of Subscription Terms, an increase in the Subscription Fee would trigger a one-time prorated charge for the remainder of the calendar month during which the revision is done. There will be no prorated refunds in the case of a decrease of the Subscription Fee for the calendar month during which the revision is done. If the Customer’s billing cycle is longer than a calendar month, a one-time, prorated charge in the case of an increase in the Subscription Fee, or refund in the case of a decrease in the Subscription Fee, for the remainder of the Customer’s billing cycle starting from the subsequent calendar month may be processed.

Downgrades or reduction in Subscription Terms may cause the loss of features and capacity in the Services offered to the Customer and its Users. Twimo is not liable for any loss arising from such a change.

CANCELLATIONS, TERMINATIONS AND REFUNDS

The Customer can request Twimo to terminate its subscription by sending an email to support@twimo.co at least 7 working days before the start of the next billing cycle. Twimo will cease billing the Customer from the next billing cycle following the receipt of this request but will not issue a prorated refund for the current, paid-up billing cycle, unless the Customer’s billing cycle is longer than a calendar month, in which case, a prorated refund for the remainder of the Customer’s billing cycle starting from the subsequent calendar month may be processed. Discounts given (if any) based on the Customer's commitment to a certain duration of the Subscription Plan would be revoked and deducted from the prorated refund amount.

Twimo will permanently delete all Customer Data and User accounts belonging to the Customer within 30 days of the receipt of your request. The Customer Data, once deleted, cannot be recovered.

Twimo, at its sole discretion, with or without prior notice, has the right to suspend or terminate the Customer’s subscription and all its User accounts, and refuse any and all current or future use of the Services for any reason at any time, including but not limited to, nonpayment of fees, requests by law enforcement or other government agencies, or violation of the Customer Agreement. Such termination of the Services will result in the deactivation, deletion and forfeiture of the Customer’s User accounts, User Content and Customer Data. All payments and fees are nonrefundable for the paid-up billing cycle, including, without limitation, in situations where User Content or Customer Data is removed or User accounts terminated by Twimo due to violation of the Customer Agreement. If the Customer’s billing cycle is longer than a calendar month, a prorated refund for the remainder of the Customer’s billing cycle starting from the subsequent calendar month may be processed. Discounts given (if any) based on the Customer's commitment to a certain duration of the Subscription Plan would be revoked and deducted from the prorated refund amount. Twimo reserves the right to refuse our Services to anyone for any reason at any time.

In no event will any termination relieve the Customer of its obligation to pay any fees payable to us for the period prior to the effective date of termination.

Refunds, if any, will be processed within 15-30 working days from the date when the complete details of the account to which the refund is to be credited, are received from the Customer.

We reserve the right to temporarily disable the Customer’s User accounts if the collective usage of the Customer and its Users significantly exceeds the Customer’s Subscription Plan and/or if their level of usage may negatively impact the availability and performance of the Services for other customers and users.

CONFIDENTIAL INFORMATION

Each party (“Discloser”) may disclose “Confidential Information” to the other party (“Recipient”) in connection with the Customer Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including invoices, commercials or any non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential”, it shall indicate to the Recipient that the material is confidential.

Notwithstanding the above, Confidential Information does not include information that

1. is or becomes generally available to the public without breach of any obligation owed to the Discloser;
2. was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser;
3. is received from a third party without breach of any obligation owed to the Discloser; or
4. was independently developed by the Recipient.

The Recipient will

1. take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Customer Agreement; and
2. not use or disclose any Confidential Information of the Discloser for any purpose outside the scope of this Customer Agreement.

Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Customer Agreement.

The Recipient may access or disclose Confidential Information of the Discloser if it is required by law; provided, however, that the Recipient gives the Discloser prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, if the Discloser wishes to contest the access or disclosure. The Discloser will reimburse the Recipient for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Discloser seeking a protective order or confidential treatment for the Confidential Information to be produced.

Without limiting the foregoing, requests for disclosure of Customer Data as required by law shall be handled by Twimo subject to the Customer Agreement.

CUSTOMER REPRESENTATIONS AND WARRANTIES

The Customer hereby represents and warrants that

1. it has the full power and authority to enter into and perform under these Customer Terms and the Customer Agreement;
2. it is responsible for the conduct of its Users and their compliance with the User Terms and the Customer Agreement;
3. it will use our Services and ensure that its Users use our Services in a manner consistent with any and all applicable local, state, national and international laws and regulations;
4. it or its Users are not prohibited from receiving Indian products, including services or software;
5. it will not use the Services and ensure that its Users will not use the Services if the laws of the countries in which the Customer or its Users operate prohibit the Customer or its Users from doing so in accordance with the Customer Agreement (for example, prohibition in providing the types of personal information that we require, or participation in certain Internet activity). By using the Services, the Customer represents and warrants that such use will not violate, or cause us to violate, the laws of any such country.

DISCLAIMER OF WARRANTIES

1. Our Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind. We expressly disclaim, and the Customer (on behalf of itself and its Users) waives, any and all warranties, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
2. We do not represent or warrant that
   • our Services will meet the requirements of the Customer or its Users;
   • our Services will be uninterrupted, timely, secure, or error-free;
   • any information that the Customer or its Users may obtain through our services will be accurate or reliable;
   • the Customer’s or its Users’ use of the Services will not infringe the rights of third parties;
   • any errors in any data or software or the Services will be corrected.
3. If the Customer or its Users use our Services, access or transmit any content through the use of our Services, or interact or communicate with other Users of our Services, they do so at their own discretion and their sole risk. The Customer is solely responsible for any loss or damage arising out of such access, transmission, interaction or communication.
4. No data, information or advice obtained by the Customer or its Users in oral or written form from us or through or from our Services will create any warranty not expressly stated in these Customer Terms.

LIMITS ON LIABILITY

1. In no event shall Twimo, or our directors, users, other customers, employees or agents be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, or any other damages of any kind, including, but not limited to damages for loss of use, profits, goodwill, data or other intangible losses, whether in an action in contract, tort (including but not limited to negligence) or otherwise, even if we have been advised of the possibility of such damages, arising from or relating to:
   • the use or inability to use our Services;
   • the cost of replacement of any goods, services or information purchased or obtained as a result of any information obtained from or transactions entered into through or from our Services;
   • disclosure, loss, corruption or alteration of, or unauthorized access to the Customer’s or its Users’ transmissions or content;
   • statements, conduct, acts or omissions of or disputes with any customer, user or any third party on the Services;
   • any failure or delay in performing under this Customer Agreement, whether or not such failure or delay is due to causes beyond our reasonable control;
   • any other matter relating to the Services or to this Customer Agreement.
2. In no event will our aggregate liability to the Customer, its Users or any third party in any matter arising from or relating to our Services or this Customer Agreement exceed the sum of one hundred United States dollars ($100).

INDEMNITY

The Customer shall defend, indemnify and hold harmless Twimo (and each of our officers, directors, users, other customers, employees, agents and affiliates) from and against any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees and costs, arising from or relating to (a) the Customer’s or its Users’ use of our Services; (b) any Customer Data, User Content or Submissions provided by the Customer or its Users; (c) any violation of the Customer Agreement by the Customer or its Users; (d) any violation of any rights of another by the Customer or its Users; or (e) the conduct of the Customer or its Users in connection with the Services. If the Customer is obligated to indemnify us, we will have the right, at our sole discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.

MISCELLANEOUS

Force Majeure. Neither us nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, accidents, riots, fires, acts of God, war, terrorism, and governmental action.

Governing Law. Our Services are to be availed only by persons or entities who can form legally binding contract under Indian laws. This Customer Agreement or any claim, cause of action or dispute arising from or relating to this Customer Agreement or relating to the Services shall be interpreted in accordance with and governed by the laws of India regardless of the countries of origin, citizenship or operation of the Customer and/or its Users, and without regard to conflict-of-law principles.

Jurisdiction. The Customer and Twimo agree that all claims arising out of or related to this Customer Agreement shall be submitted to the exclusive jurisdiction of the courts in Bangalore, Karnataka, India. In any action or proceeding to enforce rights under the Customer Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement. This Customer Agreement constitutes the entire agreement and governs the Customer’s and its Users use of the Services, and supersedes all prior and contemporaneous understandings (including, but not limited to, any prior versions of this Customer Agreement) between the parties regarding their subject matter.

Assignment and Delegation. The Customer may not assign or delegate any rights or obligations under this Customer Agreement. Any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Customer Agreement, fully or partially without notice to the Customer or its Users. We may also substitute, by way of unilateral novation, effective upon notice to the Customer, Twimo Solutions Private Limited for any third party that assumes our rights and obligations under this Customer Agreement.

Waiver. Our failure or delay in exercising or enforcing any right, power or privilege under this Customer Agreement shall not constitute a waiver thereof.

Severability. The invalidity or unenforceability of any part of this Customer Agreement shall not affect the validity or enforceability of any other part of this Customer Agreement, all of which shall remain in full force and effect. The invalid or unenforceable provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law.

Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

Survival. Sections “Customer Data and Ownership”, “Use of the Services”, “Submissions”, “Cancellations, Terminations and Refunds”, “Confidential Information”, “Customer Representation and Warranties”, “Disclaimer of Warranties”, “Limits on Liability”, “Indemnity”, this section and other such provisions which by their nature survive termination shall survive any termination or expiration of this Customer Agreement.

CONTACT

If you have any questions regarding these Customer Terms, the Customer Agreement, or any other terms and conditions, you may contact us at support@twimo.co.