Inditel Terms of Service
Thanks for using our products and services (“Services”). By using our Services, you are agreeing to these terms. Please read them carefully.
In the following, Inditel and Customer are referred to individually as “Party” and collectively as “Parties”;
1. DEFINITIONS :
“Customer Application” means a software application that interfaces with Inditel and includes any services (web-based or other services) made available by Customer through that application.
“Customer Data” means data and other information made available to Inditel through the use of Inditel Services under this Agreement, including call records, audio recordings, recording transcriptions, SMS records, and SMS message content.
“Documentation” means all of the instructions, on-line help files and technical documentation made available by Inditel for Inditel.
“Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points such as 100 or 112 services.
“End User” means an end user of a Customer Application.
“SLA” means the Service Level Agreement located herewith under Appendix B.
“Support Terms” means the terms of support as communicated to the customer via email or via this agreement.
“Inditel Acceptable Use Policy” means certain terms and conditions relating to the use of the Inditel Services located herewith under Appendix A
“Inditel API” means an Application-Programming Interface for the Inditel Services (or feature of the Inditel Services) provided to Customer by Inditel.
“Inditel Properties” means the Inditel’s website, Inditel API, Documentation, and technical support made available by Inditel to Customer in connection with the Inditel Services.
“Inditel Software” means all of Inditel’s Software including but not limited to Inditel’s Technology, Inditel’s Cloud offerings, Technical Know-Hows, Inditel’s Proprietary Technology, Inditel’s Software Engineering, all executables, binaries, zip files, source code, system, software, designs pertaining to Inditel Products & Services.
Besides these there may be additional specific technical or non-technical terms pertaining to third party services or Inditel Services for example: “Leads/Contacts” in Zoho. Such terms are to be understood correctly in the context by the Customer. By agreeing to this Agreement, Customer agrees that any such term is well known to the Customer.
2. Inditel SERVICES:
2.1. Features, Pricing & Support Terms:
Inditel’s features, pricing and support terms are as mentioned on this website: http://inditel.cloud/
2.2 Provision of Services. Inditel will make Inditel’s Services available to Customer in accordance with the SLA and as applicable, the Support Terms & Conditions in accordance with this Agreement. Subject to the Terms and Conditions of this Agreement, Inditel grants Customer a non-exclusive, non-transferable, non-assignable, revocable right to:
- Use the Inditel Services for the intended purpose for Customer’s internal use only for a fixed term as per the Terms and Conditions of this Agreement and only for lawful purposes.
- Otherwise use the Inditel Properties & Inditel Software solely in connection with and as necessary for Customer’s activities hereunder.
Further, Customer agrees to maintain the confidentiality of any Inditel’s Software & Inditel’s Properties including but not limited to Inditel’ Technology, Inditel’ Cloud offerings, Technical Know-Hows, Inditel’ Proprietary Technology, Inditel’ Software Engineering, all executables, binaries, zip files, source code, system, software, designs pertaining to Inditel Services to any third party or an individual outside of Customer’s Organisation without explicit written permission from Inditel.
2.3 Data Storage. Customer acknowledges that, unless expressly agreed otherwise in writing signed by Customer and Inditel, data storage is not guaranteed by Inditel and agrees that Inditel shall not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to the loss or deletion of Customer Data.
2.4 Use of Inditel Services. Customer will be solely responsible for all use (whether or not authorized) of the Inditel Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. Customer will ensure that it has a written agreement with each End User (“End User Agreement”) that enables Inditel to use all Customer Data as necessary to provide its Services and that protects Inditel’ rights to the same extent as the terms of this Agreement. The End User Agreement must include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties and limitations of liability. Inditel agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to Inditel. Customer will promptly notify Inditel if it becomes aware of any breach of the terms of the End User Agreement that may affect Inditel. Customer will take all reasonable precautions to prevent unauthorized access to or use of the Inditel Services and notify Inditel promptly of any such unauthorized access or use. Inditel will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password. Customer’s continued use of Inditel Services constitutes a continued acceptance of this Agreement.
- Except as expressly provided in Section 2.2 (Provision of Services), Customer will not transfer, resell, lease, license or otherwise make available the Inditel Services to third parties. In any event, Customer will not offer the Inditel Services on a standalone basis. Customer will not use the Inditel Services to access or allow access to Emergency Services. Customer will ensure that the Inditel Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including Inditel’ Acceptable Use Policy, which is hereby incorporated into this Agreement. Specifically and without any limitation, Customer will ensure that Inditel is entitled to use the Customer Data as needed to provide the Inditel Services and will not use the Inditel Services in any manner that violates any data protection statute, regulation, order or similar law. Except as allowed by applicable law, with respect to any software provided to Customer hereunder, Customer will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of such software.
2.6 Changes to Service. Customer acknowledges that the features and functions of the Inditel Services, and the terms of the SLA may change over time. It is the Customer’s responsibility to ensure that calls or requests Customer makes to the Inditel Services are compatible with then-current Inditel Services. Although Inditel endeavors to avoid changes which may be backwards incompatible, if any such changes become necessary, Inditel will use reasonable efforts to notify Customer at least 30 days prior to implementation and to provide information required for Customer to continue using the Services. Feature requests by you may be executed by Inditel based on its discretion and depending on priorities. Inditel does not guarantee delivery of any feature that you may request.
3.1 Fees. Customer agrees to pay the usage fees set forth in the Pricing above (under section 2.1). In addition, if applicable, Customer agrees to pay any applicable support fees in connection with Customer’s order of any support services pursuant to the Support Terms.
3.2 Net of Taxes. Unless otherwise stated in the Pricing, all applicable taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against Inditel, will be payable by Customer. Customer will not withhold any taxes from any amounts due to Inditel.
3.3 Invoicing. Customer will make all of the payments due hereunder within 3 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 10 days of written notice of the non-payment, then Inditel may assess and Customer will pay a late fee of the lesser of 10% per month or the maximum amount allowable by law.
3.4 Disputes. Customer will notify Inditel in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will use reasonable efforts to provide such notice to Inditel within 60 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 60-day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.
3.5 Suspension. Customer acknowledges that, in the event Customer’s usage exceeds the amounts prepaid by Customer or any other failure to pay amounts due as described in this Section 3, Inditel will be entitled to suspend the Inditel Services associated with Customer’s account without prior notice to Customer. Inditel will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of Inditel Services pursuant to this Section 3.
3.6 Electronic Payments: In the case of electronic payments, Inditel shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on account of the Cardholder having exceeded the preset limit mutually agreed by Inditel with our acquiring bank from time to time
4. OWNERSHIP & CONFIDENTIALITY
4.1 Ownership Rights. As between the parties, Inditel exclusively owns and reserves all right, title and interest in and to the Inditel Services, Inditel Properties, Inditel Software and Inditel’ Confidential Information. As between the parties, Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, Customer Applications and Customer’s Confidential Information.
4.2 Use of Licensor Marks. Subject to the terms of this Agreement, each party (the “Licensor”) grants to the other party (the “Licensee”) the right to use and display Licensor’s name and marks (the “Licensor Marks”) on its website and in other promotional materials related to its activities under this Agreement. All such use of the Licensor Marks will be in accordance with the Licensor’s usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register or take other action with respect to any of the Licensor Marks, if its notified in advance and in writing by the Licensor. In its efforts, Licensee will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. Licensee will not, at any time, misrepresent its relationship with Licensor. Licensee will not present itself as an affiliate or other legal agent of Licensor.
- Definition.”Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of the receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to the receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information
- Use and Disclosure. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose such information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.
4.4 Non- Competition. The Customer & its direct or indirect members agree to not engage, directly or indirectly, as an employee, contractor, officer, director, partner, manager, consultant, agent, owner or in any other capacity, in any competition with that of Inditel or any of its subsidiaries at any time. Further, the Customer shall not directly or indirectly advise, manage, render or perform services to or for any person or entity which is engaged in a business competitive to that of Inditel or any of its subsidiaries at any geographical location in the world. However, the Customer is free to join/ work with any other company provided the Customer does not use the similar concept, business strategies, markets or other such Confidential Information of Inditel as defined in the Definitions section under 4.3 above in that other company.
4.5 Injunctive Relief. The Parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.
Inditel HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. Inditel’ SERVICES, SOFTWARE AND PROPERTIES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
THE USE OF THE SERVICES SHALL BE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING OUT OF THE USE OF Inditel’ SERVICES.
6. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, will Inditel be liable to customer for any indirect, special, incidental, consequential or punitive damages of any character, including, without limitation, damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data, or for any and all other damages or losses, even if Inditel has been advised, knew or should have known of the possibility of such damages.
Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, will Inditel be liable to customer for any direct damages, costs, or liabilities in excess of the amounts paid by customer during the twelve months preceding the incident or claim.
The provisions of this section allocate the risks under this Agreement between the parties, and the parties have relied on the limitations set forth herein in determining whether to enter into this Agreement.
The Inditel services are not intended to support or carry emergency calls to any emergency services.
Neither Inditel nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and customer will hold Inditel harmless against any and all such claims) arising from or relating to the
inability to use the Inditel services to contact emergency services.
7.1 Term. The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months. This Agreement will automatically renew for additional one-year terms unless either party provides a minimum 60 days prior notice for non-renewal before the end of a renewal term.**
7.2 Termination. Either party may terminate this Agreement for any reason upon 180 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach. Inditel may also suspend the Inditel Services immediately upon notice for cause if: (a) Customer violates (or gives Inditel reason to believe it has violated) any provision of the Inditel’ Acceptable Use Policy; (b) there is an unusual spike or increase in Customer’s use of the Inditel Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Inditel Services; (c) Inditel determines, in its sole discretion, that its provision of any of the Inditel Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.**
7.3 Survival. Upon termination or expiration of this Agreement, Customer’s payment obligations, the terms of this Section 7.3 and the terms of the following Sections will survive: Section 2.3 (Data Storage), Section 2.4 (Use of Inditel Services), Section 2.5 (Restrictions), Section 4 (Ownership and Confidentiality), Section 5 (Disclaimer), Section 6 (Exclusion of Damages; Limitation of Liability), Section 8 (Indemnification; Disputes) and Section 9 (General).**
8. INDEMNIFICATION; DISPUTES :
8.1. Indemnification by Customer. Customer will defend, indemnify and hold Inditel and its affiliates, their respective officers, directors, and employees harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to Customer’s activities under this Agreement or Customer’s acts or omissions in connection with including without limitation any violation by Customer or its End Users of the terms of Section 2.5 (Restrictions) (“Claim”). Further the Customer will indemnify Inditel against any claims/ liabilities (i) arising from Customer’s breach of warranty, negligence, willful misconduct, fraud, misrepresentation, or violation of law; (ii) related to any breach of Section 4 by Customer or anyone acting on Customer’s behalf; or (iii) related to any property damage, personal injury or death related to the performance of the Services.
Inditel will cooperate as fully as reasonably required in the defense of any Claim, at Customer’s expense. Inditel reserves the right, at Customer’s expense, to retain separate counsel for Inditel or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against Inditel in connection with any Claim. Customer will also be liable to Inditel for any costs and attorneys’ fees Inditel incurs to successfully establish or enforce its right to indemnification under this Section. Further, Customer will not settle any such claim without Inditel’ reasonable consent
8.2 Governing Law and Jurisdiction: This Agreement is governed by the laws of the Republic of India, without regard to principles of conflicts of laws. You agree that any dispute between the parties arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be submitted exclusively to the competent courts located in India to the exclusion of any other court may have jurisdiction in the matter and you consent to the exclusive jurisdiction and venue in such courts.
8.3 Equitable Relief and Remedies: Customer acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Inditel for which money damages would be an inadequate remedy. Inditel shall in any event be entitled to seek injunctive and other forms of equitable relief to prevent such breach and the prevailing party shall be entitled to recover from the other, the prevailing party’s costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, by statute.
9.1 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, or the obligations or rights of this Agreement without Inditel’ prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void.
9.2 Amendment. Inditel may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Inditel will notify Customer not less than 10 days prior to the effective date of any such amendment and Customer’s continued use of the Inditel Services following the effective date of any such amendment may be relied upon by Inditel as Customer’s consent to any such amendment. Inditel’ failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Agreement.
9.3 Waiver. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
9.4 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. Customer does not have the authority to commit Inditel in any way and will not attempt to do so or imply that it has the right to do so.
9.5 Unenforceability.In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
9.6 Notices. Any notice required or permitted to be given hereunder will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, by email with proof of receipt, or by overnight delivery. Inditel may use Customer’s current address, as provided by Customer in connection with billing and payment activities. Inditel’ current address may be found online or on this agreement.
9.7 Other Terms. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by Inditel, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof, except pursuant to an amendment to this Agreement in accordance with 9.2 above.
9.8 Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform. Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues more than 30 days.
9.9 No Publicity. Neither party may make any public statement or promotional materials regarding this Agreement without the other’s written approval except when required by law after giving reasonable notice to the other.
9.10 Third Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.
9.11 In Case of Liquidation. In the event of liquidation, dissolution or winding up of Inditel, Inditel will make best efforts to identify a third party and transition the SOLUTION to the third party to provide similar services.
In the event Inditel is unable to identify such vendor within 3 months from the date of initiation of its liquidation, dissolution or winding up proceedings, it shall grant the Customer a limited, non-exclusive, non-transferable and non-assignable licence to use the source code of the customized apps and associated software development kit. Base Platform will be hosted with an identified service provider. In the event that Inditel is unable to identify such service provider, hosting of the BASE PLATFORM will be transitioned to the Customer or any third party as identified by the Customer. Inditel or a designated third party will provide training on management of hosting and will provide 12 months of support during this transition. Customer will bear the cost of this training and all other associated costs, including costs of third party components. The Customer shall enter into such arrangements as may be required to use any third party software or other third party intellectual property rights contained in the Base Platform. For the purpose of this Clause, Base Platform shall mean SOLUTION’s underlying platform that includes APIs, Web, Databases servers and associated services and systems.
9.12. Miscellaneous. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
Appendix A : Inditel Acceptable Use Policy
This Acceptable Use Policy describes actions that Inditel prohibits when any party uses the Inditel Services. The Inditel Services may not be used in any illegal, abusive or other manner that interferes with the business or activities of any other party. The following list gives examples of prohibited. This list is provided by way of example and should not be considered exhaustive.
- Attempting to bypass or break any security mechanism on any of the Inditel Services or using the Inditel Services in any other manner that poses a security or service risk to Inditel or any of its users.
- Testing or reverse-engineering the Inditel Services in order to find limitations, vulnerabilities or evade filtering capabilities.
- Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Inditel Services or any other conduct that adversely impacts the availability, reliability or stability of the Inditel Services.
- Transmitting any material that contains viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs.
- Using the Inditel Services in any manner that violates any applicable industry standards, third party policies or requirements that Inditel may communicate to its users, including without limitation, all of the applicable guidelines published by the CTIA, the Mobile Marketing Association or any other accepted industry associations, carrier guidelines or other industry standards.
- Engaging in any unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the Information Technology Act, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act.
- Using the Inditel Services in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls, voice mail, or faxes.
- Using Inditel Services to harvest or otherwise collect information about others, including email addresses or phone numbers.
- Using Inditel Services to engage in fraudulent activity with respect to third parties.
- Violating or facilitating the violation of any local or foreign law, including laws regarding the transmission of data or software.
- Taking any action to encourage or promote any activity prohibited under this Acceptable Use Policy.
- Transmitting any material that infringes the Intellectual Property Rights or other rights of third parties.
- Transmitting any material that is libelous, defamatory, discriminatory or otherwise malicious or harmful to any person or entity.
- Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call.
Appendix B: Inditel Service Level Agreement
This Inditel Service Level Agreement (“SLA”) governs the use of the Inditel Properties & Inditel Software under the terms of the Inditel Terms of Service (the “TOS”) between Inditel (“Inditel”, “us” or “we”) and users of the Inditel Services & Inditel Software (“you” or “your” or “Customer”). This SLA applies separately to each account using the Inditel Services. Unless otherwise provided herein, this SLA is subject to the terms of the TOS and capitalized terms have the meaning specified in the TOS. Inditel reserves the right to change the terms of this SLA in accordance with the TOS.
1. Service Commitment
Inditel will use commercially reasonable efforts to make the Inditel Services available as much as possible. The Customer however understands and agrees that Inditel Services heavily relies on third party services (including but not limited to Gmail, Google Drive, Outbound Dialling, Telephony infrastructure, Google Hosting Platforms e.g. Google App Engine etc) and hence their (Third Party’s) respective Terms of Services or Service Level Agreements or charges will apply which can be dealt by the Customer directly with the respective Third Party. Hence, any outages due to Third Party Services are handled on a best effort basis. In case of any service defects/ bugs in Inditel Services, these defects need to be notified over an email and Inditel shall provide an ETA for the resolution of the issue.
Inditel’ scope is only in terms of the engineering works/ products as outlined in this Terms of Service.
Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Inditel Services , or any other Inditel API performance issues, that (i) are caused by factors outside of Inditel’ reasonable control, including, without limitation, any force majeure event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of Inditel (i.e beyond the point in the network where Inditel maintains access and control over the Inditel Services); (ii) result from any actions or inactions of Customer or any third party (iii) result from Applications, equipment, software or other technology and/or third party equipment, software or other technology or (iv) arise from Inditel’ suspension and termination of Customer’s right to use the Inditel Services in accordance with the TOS, or (v) scheduled maintenance; or (vi) problems or issues related to alpha, beta or not otherwise generally available Inditel features or products (collectively, the “Exclusions”).
3. Sole Remedy
As mentioned above, since Inditel Services heavily rely on third party services (which typically are known to the Customer), Customer’s sole and exclusive remedy for any unavailability or non-performance of the Inditel Services or other failure by Inditel to provide the Inditel Services shall need to be discussed & agreed beforehand with the respective third party service provider by the Customer directly.