Terms of Use

Introduction

Thanks for using Sodaru’s products, services, websites, and apps which are branded as "Sodaru" ("Sodaru Services").

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the Services operated by Sodaru Pvt Ltd ("us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that organization.

Fees and Payments

• Fees for Services
  You agree to pay to Sodaru any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Sodaru of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

• Subscriptions Some of our Services are billed on a subscription basis (we call these "Subscriptions"). This means that you will be billed in advance on a recurring, periodic basis (each period is called a "billing cycle"). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

• Taxes Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes") unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

  • If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of Sodaru products unless you provide us with a tax identification number that enTypographys you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.
  • If you are required by law to withhold any Taxes from your payments to Sodaru, you must provide Sodaru with an official tax receipt or other appropriate documentation to support such payments.

• Price Changes Sodaru may change the fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Sodaru will provide you with advance notice of any change in fees.

• Overage Fees Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.

Privacy

• Privacy
  In the course of using the Services, you may submit content to Sodaru (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your "Content"). We know that by giving us your Content, you are trusting us to treat it appropriately. Sodaru’s Privacy Policy, together with any Service-specific privacy notices or statements (collectively, "Sodaru privacy policies"), detail how we treat your Content and we agree to adhere to those Sodaru privacy policies. You in turn agree that Sodaru may use and share your Content in accordance with the Sodaru privacy policies and applicable data protection laws. You also agree that you are responsible for notifying these third parties who submit content to you through our Services about the Sodaru privacy policies.
• Confidentiality
  Sodaru will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Sodaru privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Sodaru); (b) was lawfully known to Sodaru before receiving it from you; (c) is received by Sodaru from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by Sodaru without reference to your Content. Sodaru may disclose your Content when required by law or legal process, but only after Sodaru, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
• Security
  Sodaru will store and process your Content in a manner consistent with industry security standards. Sodaru has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

If Sodaru becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account ("Security Incident"), Sodaru will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Sodaru will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Sodaru.

Your Content

• You Retain Ownership of Your Content You retain ownership of all of your intellectual property rights in your Content. Sodaru does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
• Limited License to Your Content You grant Sodaru a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Sodaru privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Sodaru’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Sodaru with feedback about the Services, we may use your feedback without any obligation to you.
• Customer Lists Sodaru may identify you (by name and logo) as a Sodaru customer on Sodaru website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

Sodaru IP

Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use Sodaru’s trademarks or other brand elements.

If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.

User Content

• User Content The Services display content provided by others that is not owned by Sodaru. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Sodaru is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.
• Content Review You acknowledge that, in order to ensure compliance with legal obligations, Sodaru may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Sodaru otherwise has no obligation to monitor or review any content submitted to the Services.
• Third Party Resources Sodaru may publish links in its Services to internet websites maintained by third parties. Sodaru does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

Account Management

• Keep Your Password Secure If you have been issued an account by Sodaru in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Sodaru, are responsible for any activity occurring in your account (other than activity that Sodaru is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Sodaru immediately. Accounts may not be shared and may only be used by one individual per account.
• Keep Your Details Accurate Sodaru occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
• Remember to Backup You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Sodaru will not be liable for any failure to store, or for loss or corruption of, your Content.

Suspension and Termination of Services

• By You You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately, and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services unless the termination is due to our material, uncured breach or a refund is required by law.
• By Sodaru Sodaru may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Sodaru may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Sodaru may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Sodaru has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Sodaru may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Sodaru may decide that we need to take immediate action without notice. Sodaru will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Sodaru has no obligation to retain your Content upon termination of the applicable Service.
• Further Measures If Sodaru stops providing the Services to you because you repeatedly or egregiously breach these Terms, Sodaru may take measures to prevent the further use of the Services by you, including blocking your IP address.

Changes and Updates

• Changes to Terms Sodaru may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Sodaru website. If an amendment is material, as determined in Sodaru’s sole discretion, Sodaru will notify you by email. Notice of amendments may also be posted to Sodaru’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Sodaru to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
• Changes to Services Sodaru constantly changes and improves the Services. Sodaru may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. Sodaru may also limit, suspend, or discontinue a Service provided to you at its discretion. If Sodaru discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. Sodaru may remove content from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
• Downgrades Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.

Disclaimers and Limitations of Liability

• Disclaimers While it is in Sodaru’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED "AS IS" AND SODARU DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
• Exclusion of Certain Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, SODARU, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SODARU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
• Limitation of Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF SODARU, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO SODARU FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) INR10000.00.
• Consumers We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
• Indemnification If you are a business, you will indemnify and hold harmless Sodaru and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) ("Indemnification Amounts") arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

If you are any kind of user, you will indemnify and hold Indemnified Entities harmless from any Indemnification Amounts arising out of a breach of your obligation in Section 1.3 to ensure your tax exemption certificate, if any, accurately reflects your current tax status.

Other Terms

• Assignment You may not assign these Terms without Sodaru’s prior written consent, which may be withheld in Sodaru’s sole discretion. Sodaru may assign these Terms at any time without notice to you.
• Entire Agreement These Terms (including the Additional Terms) constitute the entire agreement between you and Sodaru, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
• Independent Contractors The relationship between you and Sodaru is that of independent contractors, and not legal partners, employees, or agents of each other.
• Interpretation The use of the terms "includes", "including", "such as", and similar terms, will be deemed not to limit what else might be included.
• No Waiver A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
• Precedence To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.
• Severability If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
• Third Party Beneficiaries There are no third party beneficiaries to these Terms.