These User Terms of Use (“User Terms”) form a legally-binding contract between you (”you”, the “User”) and Twimo Solutions Private Limited (“Twimo”, “we” or “us”) and govern your 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”).

Before using the Services, please read these User Terms, the Privacy Policy, the Acceptable Use Policy and any other conditions of use posted on our website which form an integral part of these User Terms and are incorporated into these User Terms by reference.

We reserve the right to make changes or modifications to these User Terms at any time, without notice and at our sole discretion. Any changes or modifications to these User Terms will be effective immediately upon posting the revisions on our Services. Your continued use of our Services following the posting of changes or modifications to these User Terms will constitute your acceptance of such changes or modifications. If you do not agree to such changes or modifications, do not continue to use the Services.

THE CUSTOMER, YOU AND TWIMO

Before you can become a User of our Services, the organisation or entity with which you work or are otherwise affiliated (the “Customer”) has to invite you and authorise you to join a team or teams set up by the Customer on our Services.

The Customer has separately agreed to our Customer Terms of Use which, along with other terms and policies incorporated by reference, is a legally-binding agreement (the “Customer Agreement”) with us that governs the Customer’s use of the Services and its rights and obligations.

When you accept the invite from the Customer, create an account on the Services (“User Account”) and join the Customer’s teams on our Services, you can interact and collaborate with other Users, similarly invited and authorised by the Customer. In these interactive spaces or teams on the Services, you or other Users can create, transmit, exchange, display, process or store content, including but not limited to, conversations, notes, files, documents, text, messages, images, audio, video, data, materials, hyperlinks, or other information on the Services (collectively, “User Content”).

You acknowledge and agree that

• the Customer owns the rights to any and all User Content submitted by a User (including you) on the Customer’s team(s) individually and collectively (“Customer Data”);
• the Customer can exercise the choices and controls over its Customer Data that the Customer Agreement provides;
• such choices and controls that the Customer may exercise may result in the the access, use, disclosure, modification, processing or deletion of some or all Customer Data;
• the Customer has the right to decide which Users (including you) shall be invited to or removed from its teams and what access such Users (including you) shall enjoy;

As between us and the Customer, you agree that it is solely the Customer’s responsibility to

1. inform you and any Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data;
2. obtain any rights, permissions or consents from you and any Users that are necessary for the lawful use of Customer Data and the operation of the Services;
3. ensure that the transfer and processing of Customer Data under the Customer Agreement is lawful; and
4. respond to and resolve any dispute between itself, you and/or any User relating to or based on Customer Data, the Services or the Customer’s failure to fulfill these obligations.

USE OF THE SERVICES

The Acceptable Use Policy lays down what is acceptable and unacceptable conduct on the Services. Please review this Acceptable Use Policy and ensure that you comply with the terms and conditions set forth therein.

Our Privacy Policy describes the information that Twimo collects about you, your User Content and Customer Data, how we use, store, process, share and protect that information, the rights you enjoy and the privacy choices available to you to exercise these rights, when you access or use the Services or when you otherwise interact with us.

Please review these policies that are an integral part of these User Terms and are incorporated here by reference. Non-compliance or violation of these policies would be considered a violation of these User Terms.

TERMINATION OF YOUR ACCOUNT

Your account may be terminated if

• you delete your account for any reason;
• the Customer terminates or requests us to terminate your access to its teams and/or your account;
• the Customer requests us to terminate its subscription and delete all Customer Data and User Accounts belonging to the Customer;
• we terminate the Customer’s use of the Services due to a violation by the Customer of the Customer Agreement;
• we deem, at our sole discretion, that a violation by you of these User Terms warrants the termination of your account.

If we believe that there is a violation of these User Terms or 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 your User Content, suspension of your access or termination of your User Account.

Please review our Privacy Policy for more information on how your User Content and/or Customer Data is handled when your User Account is deleted.

COMMUNICATION AND SUPPORT

You agree that Twimo may communicate with you through your User Account or through other means including email about your User Account or the Services. Any notices under the Customer Agreement will be sent solely to the Customer in accordance with the Customer Agreement.

You understand that technical support for Twimo is only provided via email. You can reach us by email at support@twimo.co for technical support.

USER REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that

1. you have the full power and authority to enter into and perform under these User Terms;
2. you will use our Services in a manner consistent with any and all applicable local, state, national and international laws and regulations;
3. you are not prohibited from receiving Indian products, including services or software;
4. you will not use the Services if the laws of your country prohibit you from doing so in accordance with these User Terms (for example, if you are not allowed to provide the types of personal information that we require, or if you are prohibited from participating in certain Internet activity). By using the Services, you represent and warrant that such use will not violate, or cause us to violate, the laws of your 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 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
   1. our Services will meet your requirements;
   2. our Services will be uninterrupted, timely, secure, or error-free;
   3. any information that you may obtain through our services will be accurate or reliable;
   4. your use of the Services will not infringe the rights of third parties;
   5. any errors in any data or software or the Services will be corrected.
3. If you use our Services, access or transmit any content through the use of our Services, or interact or communicate with other Users of our Services, you do so at your own discretion and your sole risk.
4. No data, information or advice obtained by you in oral or written form from us or through or from our Services will create any warranty not expressly stated in these User Terms.

LIMITS ON LIABILITY

1. In no event shall Twimo, or our directors, other users, 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:
   1. the use or inability to use our Services;
   2. 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;
   3. disclosure, loss, corruption or alteration of, or unauthorized access to your transmissions or content;
   4. statements, conduct, acts or omissions of or disputes with any customer, user or any third party on the Services;
   5. any failure or delay in performing under these User Terms, whether or not such failure or delay is due to causes beyond our reasonable control;
   6. any other matter relating to the Services or to these User Terms.
2. In no event will our aggregate liability to you, the Customer, its Users or any third party in any matter arising from or relating to our Services or these User Terms and the Customer Agreement exceed the sum of one hundred United States dollars ($100).

MISCELLANEOUS

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

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

Entire Agreement. These User Terms, including any terms incorporated by reference into these User Terms, constitute the entire agreement and govern your use of the Services, and supersede all prior and contemporaneous understandings (including, but not limited to, any prior versions of these User Terms) between the parties regarding their subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any documents referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Customer Agreement and the User Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these User Terms, and then followed by the documents referenced in these User Terms (e.g., the Privacy Policy). The Customer will be responsible for notifying Users (including you) of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

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

Waiver. Our failure or delay in exercising or enforcing any right, power or privilege under these User Terms shall not constitute a waiver thereof.

Severability. The invalidity or unenforceability of any of these User Terms shall not affect the validity or enforceability of any other of these User Terms, 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 "The Customer, You and Twimo”, “Use of the Services”, “Termination of your account”, “Communication and Support”, “User Representations and Warranties”, “Disclaimer of Warranties”, “Limits on Liability”, this section and other such provisions which by their nature survive termination shall survive any termination or expiration of these User Terms.

CONTACT

We recommend that you first contact the Customer for any clarifications you seek about the termination of your account, handling of Customer Data (including your User Content as part of Customer Data), or any disagreement with any updates to these User Terms.

If you have any further clarifications or other questions regarding these User Terms, you may contact us at support@twimo.co.