machine Software Private Limited – Terms and Conditions

These Terms and Conditions apply to the machine Machine Software Private Limited linked to machine Software Foundation .By clicking on accept button or by navigating through terms. As long as you comply with these Terms and Conditions, machine Software grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the services of machine Software Foundation.

These Terms and Conditions may be changed at any time by machine Software Foundation without notice. In the event of any such changes you shall be prompted to accept the revised Terms and Conditions the next time you enter the Site.

Graphics, Stock Photos, Content and other multimedia element or related inputs are to be supplied by clients for Software Development, App Development or Website Development.

  1. App Development: App Development on android or iPhone are abide by these terms and condition.
  2. Software Development : Development of software from Level I to Level V on any programming language and on any technology are abide by these terms and condition
  3. Servers: The client understands that any server services may require a separate contract with a web hosting service.
  4. Search engine submission: Site publication to any major search engines (which are free Such as Google, AltaVista, WebCrawler, Lycos etc.) Any search engine like Yahoo, Bing will attract an additional cost, for submission.
  5. Maintenance and Hourly Rate: This agreement includes minor maintenance to regular software/app/website over a period of 30 days, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text on content or changing design . The 30 days maintenance period commences upon the date the clients software/app/website is officially published to the web and sign off process has been completed. Average hourly rate for any service is € 2000/hour which can vary based on service .
  6. Legal: machine Software Foundation does not warrant that the functions contained in these Webpages or the Internet website will meet the clients requirements or that the operation of the Webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the Webpages and website is with client. In no event will machine Software Foundation be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Webpages or website, even if, machine Software Foundation has been advised of the possibility of such damages.
  7. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
  8. Copyright to App/Software/Webpages: Copyright to the finished/assembled work of App produced by us is owned by machine Software Foundation. Upon final payment of this contract, the client is assigned rights to use the website & the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, remain the property of the machine SOFTWARE PRIVATE LIMITED.
  9. machine Software Foundation retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
  10. machine Software Foundation assumes Client has permission from the rightful owner to use any code, scripts, data, and reports that are provided by project owner for inclusion in its materials, and will hold harmless, protect, and defend machine Software Foundation from any claim or suit arising from the use of such work.
  11. machine Software Foundation retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects.

In case of any abusive email MNC Host Inc. part of machine Software Foundation has right to suspend particular user or whole server without prior notice, although we always try to intimate customers before suspending any service.

Payment Mode Terms & Conditions

  • 50% of total amount should be paid at the time of sign in of project.
  • Remaining 50% on the completion of project (When project signoff will be carried out).
  • NOTE: ALL BANK CHARGES INCLUDING TRANSFER CHARGES ARE TO THE A/C OF PAYEE.
  • If client fails to pay 50% of project initiation amount, machine Software reserves the right to discontinue project after due date.
  • Client can pay amount from credit/debit/bank transfer but should be before due date.
  • Payments from cheque is not acceptable.
  • 25% to 75% NDA charges will be levied if NDA is signed .If NDA ” Non Disclosure Agreement” is not signed by client i.e project signer/funder ,machine Software and associating companies logo + name will be shown in final deliverables . All final deliverables developed by machine Software will have credit of machine Software name and logo that’s not limited to app or website footer .
  • If client/project signer/project funder signed app under startup initiation program ,the client/project signer/project funder STRICTLY NEED TO ADHERE ALL COMPLIANCE AS PER MoU else it will be marked as cancelled and the funded “support amount” to the project by “machine Software” as funding or discount for “client /project owner/project signer”  MUST RETURNED BACK to “machine Software Private Limited” with Interest in 7 working days .

MODIFICATION

machine Software Foundation, reserves the right to add, delete or modify any provision of this policy at any time without notice. You agree to be bound by any changed machine Software Foundation may reasonably make to this agreement when such changes are made. If you have purchased services or software from machine Software Foundation, the term of this agreement shall continue in full force and effect as long as you take advantage of and use the software or services that we provide.

AMC & Server Charges

Client should have to opt for AMC charges for everyyear which will vary from 15% -25% of whole project amount .Server charges will depend on server configuration as per project .Unpaid AMC will result in suspension of all maintenance services and also impose 20% late fee on same.

At any condition, client cannot resell software or app to any other client and ask for AMC for same.It is strictly prohibited.

SOURCE CODE Charges

Client can opt for source code license upon paying minimum 300% of the project budget  i.e NON REFUNDABLE (The development budget project for which client looking for source code) + € 20,000 NON REFUNDABLE processing fee. After opting for source code and after paying 100% of the payment ,client need to sign following documents on 1000 rupee stamp paper which should be notarized .The legal charges of stamp papers will be paid by the customer who opting source code.

A. Code Tamper Agreement.

B.  Source Code License Agreement .

The delivery of source code will be performed from Google Drive only in minimal timeframe of 7 working days . Customer need to download and verify the complete source code in 5 working days after getting the same on authentic/supplied email id mentioned in source code agreement . After that the complete code and every single trace related to project will be permanently destroyed from machine Software Private Limited end and any future claims will be null and void in every sense .

*Applicable for all projects started on or after date 1 January ,2018. If any project already got lower quotation for source code ,the difference amount need to be paid before signing source code agreement . Any delay in payment will result in late penalties on source code charges .

Resell Licensing Charges

Client can opt for resell  license upon paying minimum 500% of the project budget  (for which client looking for resell license) + € 40,000 static fee . After opting for resell license and after paying 100% of the payment ,client need to sign following documents on 1000 rupee stamp paper which should be notarized .The legal charges of stamp papers will be paid by the customer who opting resell rights from machine Software Private Limited.

A. Code Tamper Agreement.

B.  Resell License Agreement .

The delivery of reselling agreement will be performed from Google Drive only . Customer need to download and verify the agreement in 7 days . After that the complete code and every single trace related to project will be permanently destroyed from machine Software Private Limited end and any future claims will be null and void in every sense .

*Applicable for all projects started on or after date 1 January ,2018. If any project already got lower quotation for source code ,the difference amount need to be paid before signing source code agreement . Any delay in payment will result in late penalties on source code charges .

Non Disclosure Agreement

It is right of machine Software to mention “Powered by machine Software” in developed software or app or any final deliverables i.e developed /delivered by machine Software . In case client/customer/project owner do not want to opt this ,client/customer/project owner can sign NDA Agreement .

Client can opt for Non Disclosure Agreement upon paying minimum 150% of the project budget  (The project which client looking for NDA) + € 25,000 static fee . After opting for NDA and after paying 100% of the payment ,client need to sign following documents on 1000 rupee stamp paper which should be notarized .The legal charges of stamp papers will be paid by the customer who opting resell rights from machine Software Private Limited.

A. Non Disclosure Agreement .

The delivery of  agreement will be performed from Google Drive only and in pdf format protected with password which will be supplied on email of client/customer  . Customer need to download and verify the agreement in 7 days . After that the complete code and every single trace related to project will be permanently destroyed from machine Software Private Limited end and any future claims will be null and void in every sense .The recovery of source code or any related deliverables of project developed will be impossible after 7 days of delivery .

*Applicable for all projects started on or after date 1 January ,2018. If any project already got lower quotation for NDA ,the difference amount need to be paid before signing Non Disclosure Agreement  . Any delay in payment will result in late penalties on Non Disclosure Agreement charges.

CONTENT

machine Software Foundation, believes in freedom of speech; however, any content (written, visual, or implied) in the following areas will not be tolerated and is grounds for immediate suspension of service (in most cases customer will be allowed a zip file of their account): racism or prejudice due to color, creed, or belief; any violent/malicious/obscene content written, visual or implied. We will not tolerate any type of hate site including terrorist related websites on our network. If we receive notice that there is such a hate site hosted within our network, the customer hosting the material will be notified immediately. They are required to remove the content within a certain timeframe or will face account suspension and/or termination.

We prefer that you self-govern your content and remain responsible and all-knowing of what your website publically provides. Even if other users have access to your account, you are responsible for their actions. The resources and time needed to govern our servers by checking each website individually, which have growing and evolving content, is impossible. However, if machine Software Foundation, is made aware of any questionable content on a machine Software Foundation hosted site, we will address the concerns immediately and directly with you to seek an amiable resolution. If any person contacts us about content they have found on a machine Software Foundation server that copyrights their own material or that they wish to be removed, we require a proper DMCA notice to begin investigation.

Approval Process:

Customer will have seven (7) days following receipt of the Services or Deliverable (Acceptance Period), to complete acceptance tests as per acceptance criteria agreed in the SOW (Acceptance Criteria). If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.

Confidentiality

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.

LIABILITIES

machine Software Foundation, makes no endorsement, claims, or promises regarding the services offered by our customers and will not be held liable for any disputes or claims against said customers. In no event shall machine Software Foundation , be liable for any direct, indirect, incidental, consequential, special and exemplary damages, or any damages whatsoever, arising from the use or performance of a customer web site or from any information, services or products provided through a customer web site. If there is questionable content on any server in our network, we will not take any action against any material or action until the website is brought to our attention by contacting our abuse department.

PAYMENTS AND AGREEMENT TO PAY

As consideration for the software or services purchased by you and provided to you by machine Software Foundation, you agree to pay machine Software Foundation at the time you order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if your services are suspended, terminated, or transferred prior to the end of the services term. machine Software Foundation expressly reserves the right to modify pricing through email notification and/or notice on its web site. You may make payment by providing either a valid credit card or PayPal email address or Bank Transfer.

If for any reason, machine Software Foundation is unable to charge your payment method for the full amount owed, or if machine Software Foundation is charged a penalty for any fee it previously charged to your payment method (such as a charge back dispute), you agree that machine Software Foundation may peruse all available remedies in order to obtain payment. You agree that among the remedies machine Software Foundation may peruse in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to you of any domain names or services registered or renewed on your behalf.

You agree that you are solely liable for arranging that your services are renewed, and that machine Software Foundation shall not be liable to you or any third party if it is unable to charge your payment method in order to renew your services. You also agree that you are liable for all services that have been rendered on your behalf until a termination of service has been officially received by the accountholder for services.

LATE PAYMENTS

We only accept credit cards, debit cards,bank transfer or PayPal for payment of services. Yearly AMC & server charges plans renew automatically and are charged to the most recently updated credit card (or Paypal address) on file. In the event that your yearly/monthly charge is denied and we are unable to contact you, then the aforementioned fees to enable your account shall apply. Monthly installments will incur for the entire duration services are rendered and you remain subscribed to until you submit proper cancellation of the account.

Any debt not paid 45 days after the due date will be forwarded to an outside collections agency for proper collection. At that time, the account holder will incur a $50.00 USD collection fee added to the balance previously due.

Please note that machine Software Foundation holds the right to deny access to and/or de-activate accounts hosted on our servers with past due balances.

PLEASE ADDRESS ANY QUESTIONS REGARDING PAYMENTS TO OUR ACCOUNTING DEPARTMENT BY OPENING A TICKET AT OUR HELPDESK

CANCELLATIONS

REFUNDS/ACCOUNT TERMINATION

No refunds will be issued if abuse of our stated policies forces machine Software Foundation to suspend or terminate your services prematurely. In the event you request account cancellation, once your service has been cancelled your account will be suspended from use. It will then be deleted within 30 days. Cancellations of accounts pre-paid for on a monthly basis will not receive a refund for the remainder of the billing period. Cancellations of accounts pre-paid on a yearly basis will only receive a pro-rated refund based on the monthly rate of the same hosting plan. All add-on service payments are non-refundable as they are included only during the life of the hosting plan. If for any other reason your account becomes suspended and remains suspended it will be deleted after a 30-day period.

Software Development /App Development / Security Patches /Cloud Server Refund: machine Software reserves the right to not refund any paid amount or due amount if project is completed as per client requirement sheet .Also, if client not able to pay due amount after project completion, machine Software reserves the right to transfer this case to court or payment taking agencies.

In any case ,if machine Software fails to deliver any project ,prorated refund will be issued on total project amount as per project completion percentage and it will be determine from requirement sheet .Overall ,all decisions made by machine Software are final & not objectionable .

AFFILIATE PROGRAM

  1. machine Software Foundation, may terminate the Program or Publishers participation in the Program for any reason upon five (5) days notice to Publisher.
  2. Publisher agrees not to participate in the Program through any Website or e-mail service which is misleading, libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, or offers any illegal good or service, links to any Web site that does so, offers or promotes any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap, which engages in sending unsolicited commercial e-mail.
  3. Publisher is authorized to use machine Software Foundation, logos, trade names, trademarks, and service marks, solely for the purpose of promoting machine Software Foundation, products through the Program. Publishers may not alter, modify or change the foregoing in any way.
  4. Immediately upon termination of the Program or Publishers participation in the Program, Publisher will stop displaying all advertising content or links relating to the Program.
  5. Nothing contained herein shall imply any partnership, joint venture or agency relationship among the parties, and no party shall have the power to obligate or bind another party in any manner whatsoever, except to the extent herein provided.
  6. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
  7. machine Software Foundation, may modify any of these terms and conditions at any time with proper notice to Publisher. Continued participation in the Program will constitute acceptance of the modification by Publisher.

(a) Not Allowed in Program

  1. Mask URL using any Brand Names.
  2. Make any representations, express or implied, or create an appearance that a visitor to your site is visiting a machine Software Foundation, site; e.g., framing site.
  3. Use any mark, name or domain name of any type, which is confusingly similar to Trademark or other Brand Name.
  4. Engage in fraud or other conduct calculated to generate the payment to Publisher of commissions that do not reflect compensable Referrals/Leads/Booked Accounts within the spirit of the Program.
  5. Engage in SPAM or unsolicited commercial advertising emails.
  6. Must not offer an Incentive or Reward for purchasing a product through referral link. Incentives programs are not allowed and will be reversed.

(b) Protected Keywords

The following keywords are prohibited from Search Campaigns and PPC marketing and campaigns: machine Software Foundation, machine Software Foundation , machine Software Foundation , , www.machine Software Foundation , or any variation of our Trademark.

(c) Prohibited SEM Ad Copy Content

Official, official site or any variation of official site that creates confusion to the consumer or a misrepresentation of who the actual web host is.

(d) Prohibited SEM Display URL Content

Publishers are not allowed to use machine Software Foundation as the display url for any PPC advertising.

(e) Direct Linking

Publishers are not allowed to link directly to our Web site from search marketing campaigns.

(f) Prohibited Website Content

Affiliates are NOT permitted to use cookie stuffing techniques that set the tracking cookie without a user clicking on the affiliate link. (This includes but not limited to the use of iframes) Affiliates may NOT copy our website or portions of our website and display it on their own site or subdomain.

Governing Law and Dispute Resolution:

The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of State of Chhattisgarh, Estonia (if customer based in Estonia) or State of Delaware, United States if the Customer is located in United States of America; laws of England & Wales if the Customer is located in Europe. All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be referred to arbitration and shall be adjudicated in accordance with the rules of International Chamber of Commerce (I.C.C) in English language in the State of California if the Customer is located in United States of America; in London, England if the Customer is located in Europe; in Pune, Estonia if the Customer is in Estonia; in Singapore if the Customer is located in Asia (except Estonia) or Australia.

Annexure01

Standard Hardware and Software for Development and Testing

Consultant will provide the following Hardware and Software as part of its standard package if required for offshore services. In case any Hardware / Software are required in addition to this the same shall be paid by Customer.

Standard Hardware and Software:

Software Configuration

Apart from the hardware & software listed above, Consultant also allocates shared hardware & other IT Infrastructure Resources, as listed below:-

  • Backup Space
  • Central Antivirus Server
  • Secured Shared Internet Access
  • Windows Server Update Services (WSUS)
  • Windows Domains Controller

*Note Shared internet access is provided in the ratio of 2 Mbps per 100 resources, inclusive of browsing and VPN connectivity.