PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Ecollat is a registered trademark of Techtonic Enterprises Pvt. Ltd. whose registered office and address for service is at 9/19, Nehru Nagar, New Delhi – 110065.

1. Applicable Terms to the Service
   1. This Agreement. Customer Terms of Service is the agreement that governs the legal and commercial terms that apply to your use of our Services and are set out herein. With Ecollat, you can use the following services:
      1. Digital Catalogs or Brochures
      2. Product Data
      3. Product Quotations
      4. CRM
      5. Headless CMS & Ecommerce
      6. Digital Asset Management
      7. Forms
      This Agreement also applies to our Service Projects and Ad Hoc projects.
   2. Inconsistency in Terms. In the event of any conflict between any term or provision of this Agreement and any term or provision in any linked / mentioned documents or any outside documents, if there is an inconsistency in each case the following hierarchy in documents shall:
      1. Data Processing Agreement (DPA): If applicable, this explains how we process your data.
      2. Invoice: Your invoice is the approved document created following your purchase of Services through our online payment gateway or by directly transferring funds to our bank account. It contains all primary details about your purchase, including your Subscription Term, Services purchased and our fees.
      3. This Agreement: This Agreement contains the core legal and commercial terms that apply to your use of our Services and are set out in this document. Any references to General Terms, Terms & Conditions, Master Terms, Master Service Agreements of Ecollat means this Agreement.
      4. Acceptable Use Policy (AUP): This is the rulebook policy setting out what you can and can’t do while using our Services.
   3. Attached Terms. Throughout this Agreement, we link and mention other documents that include Terms that apply to our Services. These documents are deemed to be incorporated into this Agreement.
2. Definitions
   1. “Agreement” means this document with General Terms and all materials referred or linked to in here that together form the Customer Terms of Service, unless otherwise stated.
   2. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with either party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   3. “Authorized Payment Method” means current, valid payment method accepted by us, as may be updated from time to time and which may include payment through your account or credit card through a third party.
   4. “Billing Period” means the period for which you agree to prepay fees under an Quotation / Proposal.
   5. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed Services, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
   6. “Free Services” means the Service or other products or features that might be made available by us to you from time to time on an unpaid trial or free basis.
   7. “Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Service or uploaded by you to the Service.
   8. “Customer Content” means all content owned or generated by you. All uploaded, posted and generated content, images and files under your account remain your sole property. “Customer Data” means all information that you provide.
   9. “Order” means the Ecollat approved quotation or online subscription process by which you agree to subscribe to the Service and purchase Consulting Services.
   10. “Partner” means any commercial entity with which either party may have some form of alliance.
   11. “Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
   12. “Proposal” means a customized offer to you in order to use our Services.
   13. “Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers, aadhaar number, PAN number), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
   14. “Ecollat Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Service.
   15. “Self Service Subscription” means our subscriptions as presented on the Ecollat website that are not customized. Self Service Subscriptions can also include our Free Services when applicable.
   16. “Service” means all of our web-based applications, plugins, tools and platforms that you have subscribed to under an Quotation / Proposal or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.ecollat.com or another designated URL, and any ancillary products and services.
   17. “Subscription” means payment to be made for the use of any of our Services on a recurring basis.
   18. “Subscription Term” means the initial term of your subscription to the applicable Service, as specified on your Quotation / Proposal(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
   19. “You”, “your” or “Customer” means the person or entity using the Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Quotation / Proposal as the customer and your Affiliates included in the scope of your purchase.
   20. “Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
   21. “Ecollat”, “we”, “us” or “our” means the applicable contracting entity.
3. Use of Services
   1. Access. During the Subscription Term, we will provide you access to our Service consisting of a web-based application and a platform at www.ecollat.com & www.manage.ecollat.com to upload, optimise, host and deliver digital collaterals, digital assets, website content, quotations, product related metadata, forms, CRM related data within the Ecollat server environment. Service which for the avoidance of doubt includes the technology provided by Ecollat as part of the Services.
   2. Purchased Services. We will make the Services available to you under the terms of this Agreement and the relevant Order, during the Term of that Order. Every Order you make with us after the initial Order will also be governed by the terms of this Agreement
   3. Additional Features. You may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within your Ecollat account. This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Ecollat´ account.
   4. Availability and Uptime. We use commercially reasonable efforts to make the Services available 24 hrs/7 days a week, except for scheduled outages (which will be communicated in advance, if practicable), or when unavailability is caused by force majeure.
   5. Limits The limits that apply to you will be specified in your proposal. For Self Service Subscriptions, these limits may also be mentioned on our Pricing Page and from within the product itself. You must ensure that all access, use and receipt by your Users or Affiliate’s Users is subject to and in compliance with this Agreement.
   6. Downgrades. Depending on our Ecollat product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please check your Quotation / Proposal.
   7. Modifications. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
   8. Acceptable Use. You will comply with our Acceptable Use Policy.
   9. Prohibited and Unauthorized Use. You will not use the Service in any way that violates the terms of the Acceptable Use Policy or for any purpose or in any manner that is unlawful or prohibited by this Agreement. Also, you will not sell, resell, rent or lease the Services, use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, interfere with or disrupt the integrity or performance of the Services or any of its third-party data, or attempt to gain unauthorized access to the Services or their related systems or networks.
   10. Age restriction. You must be 18 years of age or older to use the Service.
   11. Country restrictions. You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service. The Service is not designed to comply with industry-specific regulations, so you may not use, or limit the use of the Service where your communications would be subject to such laws.
   12. No Sensitive Information. You acknowledge that the Services are not designed to process or manage sensitive information and accordingly you agree not to use the Service to collect, manage or process sensitive information. We will not have and we specifically disclaim any liability that may result from your use of the Service to collect, process or manage sensitive information.
4. Customer support
   1. Basic Support. We provide basic support for the Services as set out in the Service Level Agreement at no additional charge.
   2. Additional Support. We may provide on call support and that will be mentioned on the plan being purchased from the website or the proposal sent by us.
5. Fees and Payment
   1. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Maximum Users, contacts, bandwidth, storage or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade Services or base packages, (iii) you subscribe to additional features or Services, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written email to you.
   2. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to 20% of your then-current fees. If this increase applies to you, we will notify you at least thirty (30) in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, you can choose to terminate your subscription at the end of your then-current term.
   3. Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
   4. Payment Against Invoice. If you are paying by invoice, we will invoice all fees in conformity with the specifications in the Proposal and the invoice relevant to the applicable Service. Your Billing Period is listed in the Proposal. If nothing is mentioned this period is the same length as the Subscription Term.
   5. Free Trial. If you register for a free trial, we will make the Service available to you on a trial basis free of charge until the earlier of the end of the free trial period (if not terminated earlier) or the start date of your paid subscription. Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. We may also include additional terms and conditions on the trial registration web page.
   6. Payment Disputes. You and us shall work together in good faith to resolve any disputed invoices within fourteen (14) days of your notice to Ecollat of the dispute.
   7. Payment Information. You will keep your Authorized Payment Method, Contact Information, billing information complete and up to date for the payment of incurred and recurring fees, as applicable. Changes may be made on your Billing Page within your Ecollat account. You authorize us to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Partner that purchases on behalf of a client, you agree to be responsible for the Quotation / Proposal and guarantee payment of all fees.
   8. GST/VAT. Unless stated otherwise, all fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. If you are located in India then 18% GST is applicable over and above the fee mentioned on the website pricing or services page. Ecollat will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input tax credit.
   9. TDS/Withholding Tax. If you are located in India then You can deduct TDS amount as applicable and also file the TDS return with the information related to the TDS deducted. failure to pay these fees may result in your account being suspended or terminated for non-payment. This facility is not available on online payments through the website. You will need to contact us for initiating a direct bank transfer in which TDS can be deducted.
      
      If you are required to deduct or withhold tax from payment of your Ecollat invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).  For organisations outside India, please contact us to get details on applicability of withholding tax on the Subscription.
6. Term and Termination
   1. Term and Renewal. Your initial Subscription Term will be specified in your Invoice, and, unless otherwise or not specified in your Invoice, your Subscription will automatically renew for the same Subscription Term as your previous one.
   2. Notice of Non-Renewal. Unless otherwise or not specified in your Proposal, You can switch off auto renew from the dashboard and that will be considered as a notice for non-renewal.
   3. Early Cancellation. This Agreement may not be terminated prior to the end of the Subscription Term. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
   4. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, or (iii) upon mutual agreement
   5. Termination due to Misuse. We may also terminate this Agreement for cause on Thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. We may decide to stop certain services with immediate effect if we ascertain that the usage does not comply with our fair use policy.
7. Suspension
   1. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services fourteen (14) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.
   2. Suspension and Termination of Free Services. We may terminate your subscription to the Free Services due to your inactivity. We may suspend, limit, or terminate the Free Services for any reason at any time without notice.
   3. Suspension for Prohibited Acts. We may, without notice, review and delete any Customer Data or Customer Content that we determine in good faith violate these terms or the Acceptable Use Policy, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Content. We may suspend any User’s access to any or all Services without notice for:
      1. use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
      2. use of the Ecollat email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints, or requests for removal from a mailing list by recipients, or
      3. instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
   4. Suspension for Present Harm. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above. If we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, other Customers or our Partners. We may do so if your website, or use of, the Service:
      1. is being subjected to denial of service attacks or other disruptive activity,
      2. is being used to engage in denial of service attacks or other disruptive activity,
      3. is creating a security vulnerability for the Service to others,
      4. is consuming excessive bandwidth or storage, or
      5. is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service.
   5. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will not continue to make available our Services to you.
   6. Consequences of Termination. Upon termination or expiration of this Agreement, you will stop all use of the Service. If you terminate this Agreement for any shortcoming in our Service, we will promptly refund any prepaid but unused fees covering use of the Service after termination. For the avoidance of doubt, this refund does not include any fees owed from your use of our Services, which is separately governed under the Ecollat Terms of Use. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
8. Proprietary Rights
   1. Reservation of Rights by Ecollat. The technology provided by us as part of the Services is the proprietary property of Ecollat, and all right, title and interest in the Services, including all associated intellectual property rights, remain only with Ecollat. No rights are granted unless specifically provided in this Agreement.
   2. Customer Restrictions. You shall not,
      1. Copy, reproduce or otherwise create derivative works or adaptations of the Services,
      2. reverse engineer the Services,
      3. distribute or resell the Services to third parties for a fee, or as part of another service or product without our prior written approval; or use the Services in a service provider capacity for a fee, or as part of another service or product; unless Customer purchased the Service under the ‘Ecollat Reseller Order’ in which case the Service may be used as part of a value-added service Customer provides to its customers,
      4. Intentionally or unintentionally provide Ecollat’s competitors access to the Service,
      5. remove or modify any proprietary marking or restrictive legends in the Service,
      6. use any automatic device or program or manual process to monitor, frame, copy or reproduce the Services, OR
      7. access the Services to build a competitive product or service, or copy any feature, function or graphics of the Service.
9. Mutual Confidentiality
   1. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, OR (iv) was independently developed by the Receiving Party.
   2. Protection of Confidential Information. The Receiving Party must use the same degree of care that it uses to protect its confidential information (in no event less than reasonable care) AND not disclose or use any Confidential Information of the Disclosing Party for any purpose (other than within the scope of this Agreement). The Receiving Party must limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those in this Agreement.
   3. Disclosing Confidential Information. In the event that the Receiving Party or anyone to whom the Receiving Party discloses the Confidential Information is required by applicable law or order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall: (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a requirement or request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request; (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information that is required by applicable law, as the Receiving Party is advised by counsel; and (iv) cooperate fully with the Disclosing Party in its efforts to obtain (at the sole cost and expense of the Disclosing Party) an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed.
10. Performance Warranty
    1. The Warranty. We warrant that we provide the Service in a manner consistent with generally accepted industry standards (i) in order to – with commercially reasonable efforts – ensure the online availability of the Services for a minimum of 99% availability in any given month (excluding Ecollat scheduled outages), (ii) without material decrease in the functionality of the Services and no adversely changes made to the customer support; provided however, this warranty will not apply to you if you only use the Free Services or the availability is stated otherwise on your Quotation / Proposal. In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then Customer’s exclusive remedy and Ecollat’ sole obligation for breach of the warranty will be for Ecollat to provide a credit (if not applicable to Customer then a refund), for the month in question; provided that Customer notifies Ecollat of such breach in writing within 30 days of the breach.
    2. We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by you, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Service in violation of or outside the scope of this Agreement.
    3. Disclaimer of Warranties. Except as set forth in the ‘performance warranty’ section and without limiting our obligations with regard to the law and regulations, we and our agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the service, data synced or content for any purpose. Application programming interfaces (apis) may not be available at all times. To the extent permitted by law, the service is provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
    4. Limitation of Liability. Each party’s liability for damages relating to, or arising under, this agreement (whether in contract, tort or otherwise) may not exceed the actual amount paid by customer within the preceding 12 months for the services.
    5. No Indirect Damages. To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability; provided that, this limitation will not apply to you if you only use the free services.
    6. Agreement to Liability Limit. You understand and agree that in absence of your agreement to this limitation of liability, we would not provide the service to you.
    7. Ecollat Indemnity. Subject to the limitations of liability set forth herein, Ecollat will defend Customer against any claim, demand, suit, or proceeding (Claim) made against Customer by a third party alleging that the use of the Services as permitted under this Agreement infringes or misappropriate the intellectual property rights of a third party, and subject to the limitations of liability set forth herein Ecollat will indemnify Customer for damages finally awarded against, and for reasonable attorney’s fees incurred by Customer in connection with such Claim; provided that Customer shall (i) promptly give Ecollat written notice of the Claim; (ii) give Ecollat sole control of the defense and settlement of the Claim (provided that Ecollat may not settle any Claim unless the settlement fully releases Customer of all liability)
    8. Customer Indemnity. You must defend us against any Claim made against Ecollat by a third party alleging that any Customer Content, or Customer’s use of the Services in violation of this Agreement, infringes any third party right, or violates any governmental law or rule, and must indemnify Ecollat for any damages finally awarded against, and for reasonable attorney’s fees incurred by Ecollat in connection with any such Claim; provided that Ecollat shall (i) promptly give Customer written notice of the Claim; (ii) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement fully releases Ecollat of all liability)
11. Versions of Terms
    1. Validity of these Terms. These Terms constitute the entire agreement between you and us, and supersedes any prior negotiations or agreements, whether oral or written, related to this subject matter.
    2. Updation of Terms. We update these terms from time to time. If you have an active subscription with us, we will let you know when we update the terms by email and/or via your invoice thirty (30) days prior.
    3. Survival of Terms. Any terms that by their nature survive termination or expiration of this Agreement, will survive.
12. Termination and Suspension of Service
    1. Mutual Termination for Material Breach. If either party is in breach of any material term of this Agreement, the other party may terminate this Agreement at the end of a 30-day notice/cure period, where the breach has not been cured.
    2. Actions Upon Termination. Upon any termination as provided in a) above by Customer, Ecollat must refund any prepaid fees covering the remainder of the Term. Upon any termination as provided in a) above by Ecollat, Customer must pay any unpaid fees covering the remainder of the Term of all Orders, including taxes.
    3. Suspension of Service for Violations of Law or Policy. We may immediately suspend the Services and remove your digital publications if it in good faith believes that, as part of using the Services, Customer may have violated a governmental law or rule, or court order, or otherwise violated our Acceptable Use Policy (AUP). We may try to contact you in advance, but it is not mandatory.
13. Governing Law and Jurisdiction
    1. Governing Law and Jurisdiction. This Agreement is governed by the Laws of India and courts in Delhi will have Jurisdiction.
    2. Arbitration. Both parties shall make reasonable efforts to mutually settle any dispute. If no settlement is reached within 30 days of raising written dispute, both parties may appoint an Arbitrator common at New Delhi, India. The verdict of Arbitrator shall be final and the dispute should be resolved by Arbitrator within a maximum period of 60 days (extendable by another 30 days with mutual consent).
14. Partnership and Transfer
    1. Assign and Transfer. You may not assign or transfer this Agreement or an Order to a third party, except in case of a merger, or sale of all or substantially part of your business or assets.
    2. No Partnership. The parties are independent contractors, and no partnership, joint venture or franchise is created. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Notwithstanding what is provided in Customer’s form purchase ordering document, any additional or conflicting terms are rejected by Ecollat and do not apply.