Terms of Service

E2E Networks Limited ("E2E", "we", "us") provides cloud platform and configuration services, including but not limited to smart dedicated servers, graphics processing units, object storage, content delivery network service and continuous data protection backup services ("Services").

Except as otherwise indicated, customers using the Services shall be referred to as "you" or "your".

We provide these Services, subject to the terms of this document ("Terms"). Your use of the Services or your registration with us constitutes your agreement to these Terms.

If you purchase our Services through a separate written agreement/master services agreement, these Terms shall be deemed to be incorporated into that agreement, whether it is specifically called out or not. When you access or use our Website and/or the Services, these Terms shall apply and shall be legally binding on you and to your access and use of the same even if not accepted by you separately.

These Terms constitute a binding legal contract required to use our Website and Services. As such, you may only use our Website and Services if you agree to be bound by these Terms.

We may modify these Terms at any time by posting a revised version of the same at https://www.e2enetworks.com/policies/terms-of-service, on our website ("Website"), and the amended version of these Terms shall become automatically binding on you if you continue to avail of the Services.

The amended terms will be applicable even if not accepted by you separately. If you do not wish to be bound by the updated Terms, we request you to stop accessing the Website and the Services and to reach out to us to deactivate your Customer Account. You shall have the responsibility to review these Terms on a regular basis.

1. Definitions

In these Terms, except where the context otherwise requires, the following words and expressions shall have the following meanings:

1.1. "Affiliates" means, in relation to any Person, any entity which Controls or is directly or indirectly Controlled by, or under common Control with, such Person.

1.2. "Applicable Law(s)" shall mean and include any:

• (i) rule of law, statute, bye-law, ruling or regulation having the force of law
• (ii) any code of practice, rules, consent, license, requirement, permit or order having the force of law or pursuant to which a Person is subject to a legally enforceable obligation or requirement
• (iii) any notification, circular or guidelines issued by a regulatory authority
• (iv) any determination by or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of these Terms or thereafter and in each case as may be amended
• (v) all the regulations, notification, circulars, guidelines, directives and all other statutory requirements issued by the statutory or Government Authority as may be applicable

1.3. "Charges" shall mean, unless the Services are being availed by you through free trial facility, the amount payable by you for the Services either through self-service portal available to you via your Customer Account accessible at the link https://myaccount.e2enetworks.com or provisioned manually by our provisioning team for you and shall be computed on the basis of time-based rate (e.g. per hour or per month etc.) or usage-based rate (e.g. per GB per month applied on peak usage of the calendar month) as may be applicable for the particular service.

Further, in case Minimum Billing Amount is applicable for a particular service, the Charges payable by you shall be subject to the applicable Minimum Billing Amount for each calendar month such service is used.

1.4. "Claims" shall mean all actions, suits, proceedings or arbitrations pending or threatened, at law, in equity or before any Government Authority (as defined below) or competent tribunal or court.

1.5. "Confidential Information" means and includes the Intellectual Property and any and all business, our technical and financial information or of any of our affiliates that is related to any of the arrangements contemplated in these Terms or any other agreement in which these Terms is incorporated by reference or otherwise disclosed by us to you.

It shall include any information which relates to our financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.

1.6. "Controlling", "Controlled by" or "Control" with respect to any Person, shall mean:

• (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting share, by agreement or otherwise, or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to such Person
• (b) the possession, directly or indirectly, of a voting interest of more than 50% (Fifty Percent)

1.7. "Customer Data" means all data, including all text, sound, software, image or video files, and all derivatives of such data that are created by or originated with you or your End Users.

You and/or your End Users retain ownership of all and any such Customer Data. The right granted to us to access and use such Customer Data is limited to the sole purpose of providing the Services or for compliance of legal obligations and shall not be understood as granting us any ownership rights thereto or any right to use or transfer, except as specifically provided herein.

1.8. "De-provisioning of Services" in relation to the Services, shall mean termination of the Services being provided to you, release and reallocation of all resources allocated to the Customer and deletion of Customer Data stored on our servers.

1.9. "End User" means any individual or entity that directly or indirectly through another user accesses or uses the Services under the Customer Account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any E2E services under their own E2E account, rather than under the Customer Account.

1.10 "Force Majeure Event" includes but is not limited to significant failure of a part of the power grid, significant failure of the internet, systemic electrical, telecommunications or other utility failures, natural disaster, war, riot, insurrection, embargoes, epidemic, outbreak of infectious disease(s) which has an impact of frustrating the performance of the affected party's obligations under these Terms, pandemic, fire, strikes or other organised labour action, terrorist activity, acts of Government Authority, acts of God, or other events of a magnitude or type for which precautions are not generally taken in the industry and acts/reasons which are beyond the control of any party or any other cause which cannot be predicted by men of ordinary prudence.

1.11. "Government Authority (ies)" shall mean:

• (a) A government, whether foreign, federal, state, territorial or local which has jurisdiction over E2E
• (b) A department, office or minister of a government acting in that capacity
• (c) A commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial, administrative, monetary or fiscal authority, body or tribunal

1.12. "Infra Credit Prepaid Customer" shall mean a customer who gets infra credits which can be used for availing various services being provided by us.

1.13. "Inherent Business Risk" means those risks that are in the ordinary course associated with the provision of cloud services, including but not limited to loss of data due to attack on our servers by Malware, malfunction of our servers and other equipment under our control, malfunction of our software or supporting Third-Party Software.

1.14. "Inactive Customer" shall mean a customer who, at any point of time, has not consumed or utilised any of the Services in the preceding 90 (Ninety) days.

1.15. "Intellectual Property" or "IP" includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licences and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing and "Intellectual Property Rights" or "IPR" shall mean all rights in respect of the Intellectual Property.

1.16. "Losses" shall mean any loss, damage, injury, liabilities, settlement, judgment, award, fine, penalty, fee (including reasonable attorneys' fees), charge, cost or expense of any nature incurred in relation to a Claim(s).

1.17. "Malware" shall mean any malicious computer code such as viruses, logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item, and damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert in full or in part an information system from its intended use.

1.18. "Managed Services" shall mean the provision of professional services for additional payment to a customer by us to enable management of cloud computing infrastructure. Unless specifically stated, the Services provided to you shall be deemed to be "Self-Managed Services" and not "Managed Services".

1.19. "Material Adverse Effect" shall mean any state of facts, change, development, effect, condition or occurrence that adversely affects either party's ability to perform its obligations under these Terms.

1.20. "Person" shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, association, or other entity, enterprise, or business organisation, incorporated under Applicable Law or unincorporated thereunder, registered under Applicable Law or unregistered thereunder.

1.21. "Minimum Billing Amount" shall mean the minimum amount of usage charges pertaining to a particular service provided by us for a calendar month regardless of the actual time-based usage of such service during such calendar month.

1.22. "Refund Policy" means the Refund Policy published on the Website accessible at https://www.e2enetworks.com/policies/refund-policy, as may be amended by us from time to time. The most current version would always be published on the Website.

1.23. "Privacy Policy" means the Privacy Policy published on the Website accessible at https://www.e2enetworks.com/policies/privacy-policy, as may be amended by us from time to time. The most current version would always be published on the Website.

1.24. "Service Level Agreement" or "SLA" means the Service Level agreement published on the Website and accessible at https://www.e2enetworks.com/policies/service-level-agreement, which sets out the service levels that we offer with respect to our Services. This may be amended from time to time at our sole discretion and the most current version would always be published on the Website.

1.25. "TDS" shall mean tax deducted at source in accordance with Applicable Law.

1.26. "Term". These Terms shall be binding on you from the date on which you begin to avail the Services from us and shall remain valid till you continue to avail the Services.

1.27. "Third Party" shall mean a Person except you and us.

1.28. "Variable Usage Charges" shall mean the Charges that may vary depending on the usage of any E2E service by you and which may increase over a period of time due to increase in use without any explicit action being taken by you to avail such additional usage.

For instance, the Variable Usage Charges with respect to the backup services being availed by you shall increase over a period of time based on your backup frequency, the increase in data being backed up on the servers and the peak storage usage in a calendar month.

2. Use Of The Services

2.1. By availing the Services, you are required to comply with these Terms and all other operating rules, policies and procedures that may be published from time to time on the Website, including but not limited to the Privacy Policy, SLA and Refund Policy ("Company Policies").

2.2. When you register for our Services with us, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment, and you may also provide other information about yourself on a voluntary basis. The collection of such account-related information, and our use and disclosure thereof, is subject to the terms of our Privacy Policy.

2.3. We may make commercially reasonable updates to the Services and the Company Policies from time to time.

2.4. We may, in our sole discretion, refuse to provide or continue providing the Website and Services to you at any time, for any reason, including but not limited to your failure to comply with these Terms. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any customer accounts or access to the Website and Services at any time, at our sole discretion.

3. Compliance With Laws

You shall comply with all Applicable Laws, regulations and guidelines issued by any Government Authority including but not limited to the ones issued by Ministry of Electronics and Information Technology ("Meity") and The Indian Computer Emergency Response Team ("CERT- In") from time to time.

4. Representations and Warranties

4.1. Our Representations and Warranties

We hereby represent and warrant to you as follows:

• We are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to provide the Services to you
• We are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against us before any court of competent jurisdiction

4.2. Your Representations and Warranties

You hereby represent and warrant to us as follows:

• You are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to be bound by these Terms. In the event that you are registering for the Services on behalf of an incorporated entity, you represent and warrant that you and the entity are bound by these terms and you are legally authorized to act on behalf of such incorporated entity
• You are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against you
• You have complied with Applicable Law in all material respects and have not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which in the aggregate has or may have a direct Material Adverse Effect
• There are no actions, suits, Claims, proceedings or investigations pending or, to the best of your knowledge, threatened in writing against you at law, in equity, or otherwise, whether civil or criminal in nature, before or by, any court, commission, arbitrator or Government Authority, and there are no outstanding judgments, decrees or orders of any such courts, commissions, arbitrators or Government Authorities, which materially and adversely effects your ability to perform your obligations under these Terms
• All information disclosed by you in relation to the Services has been reasonably identified and truthfully disclosed to us to the best of your knowledge and there is no misrepresentation in the information being shared with us. You acknowledge that any misrepresentation of information can adversely affect the quality of the Services to be rendered to you
• Our Website and Services are not targeted towards, nor intended for use by anyone under the age of 18 years. By using our Website and Services, you represent and warrant to us that you are 18 years of age or older
• You have had adequate opportunity to read and understand these Terms and agree to be legally bound by them

5. Your Obligations

5.1. Customer Account

5.1.1. You shall be solely responsible for any actions undertaken with respect to the Customer Account, regardless of whether such activities are authorized or undertaken by you, your employees, or any Third Party (including, but not limited to, your contractors, agents, or any End Users). This responsibility includes, but is not limited to, changes to any credentials associated with your account, such as phone numbers, email addresses, passwords, and other related information, as well as the subscription to or cancellation of any Services. Any charges or consequences arising from the use of the Customer Account in any manner shall be borne exclusively by you. E2E shall have no obligation or responsibility with respect to any interference in the manner of usage of the Customer Account. In the event that any action is taken by our team as directed by you, we shall not be liable for any resulting actions or consequences.

5.1.2. You should ensure the setting of strong passwords and access control mechanisms and other data protection control measures prescribed under Applicable law in order to protect Customer Data and prevent unauthorised access to the Customer Account.

5.1.3. You should immediately notify us of any unauthorized use of the Customer Account or any other breach of security and cooperate with our investigation of service outages, security issues or any suspected breach of these Terms.

5.1.4. We shall not be held responsible for any security breach resulting due to your failure to implement and/or comply with security measures or due to any other cause, which in our opinion is beyond our control. All and any liability(ies) arising out of or in connection with such security breach shall be solely and totally borne by you, and neither you, nor your representatives having gained access to your Customer Account or any Third Party gaining unauthorized access to your Customer Account shall have any Claims against us for such liabilities.

5.1.5. You shall defend, indemnify and hold harmless, us, our Affiliates, or any of our respective employees, agents or suppliers ("Indemnified Parties"), from and against any and all Claims and/or Losses arising out of or attributable, whether directly or not, to such security breach.

5.2. Backup of Customer Data

You should take appropriate action to secure, protect and backup the Customer Data including programs, data, software and any other Customer Data. We shall not be under any obligation, while providing the Services to the Customer, under these Terms, to maintain any copy or back up Customer Data.

Notwithstanding that you are availing backup services from us, you shall remain responsible to ensure that adequate back-up is taken by you and to test the accuracy of such back up of Customer Data. We shall not be responsible for the same. Further, you shall be liable to pay us, without dispute, any Minimum Billing Amounts and/or Variable Usage Charges that accrue due to the use of such backup services.

5.3. Use of Licensed Software

5.3.1. You hereby acknowledge that the software provided with the Services, is provided by Third Party(s) ("Third Party Software"). All Third Party Software is being licensed to you subject to terms and conditions of an End-User License Agreement (EULA) and you hereby agree to abide by the terms and conditions of the EULA associated with the Third Party Software.

5.3.2. You shall, at all times during the Term, be under the obligation to use the licensed version of the software to be used by you in relation to the Services. You shall not use any pirated software in availing the Services. Further, you shall be solely liable for any Losses or Claims arising out of your use (or use by the End Users) of any unmaintained open source software or any obsolete Third Party Software to run your workloads while using the Services and you shall accordingly indemnify, defend and hold harmless the Indemnified Parties.

5.3.3. If any Claims are made against the Indemnified Parties in relation to use of such Third Party Software by you, your representatives or End Users, without complying with the terms and conditions of the applicable EULA or due to such use of a license beyond the agreed upon or paid-for level, then you shall be liable for such Claims and any Losses arising out of the same, and shall hold harmless the Indemnified Parties.

5.3.4. We shall not be responsible for any Third Party Software, neither shall we be responsible for damage caused by such Third Party Software. Further, we may, in our sole discretion, at your request and on paid basis, configure the Third Party Software with your equipment, and the configuration of such software shall be done as per the instructions of the respective Third Party. Provided however that, this shall not be construed as imposing any obligation upon us to provide such services. We shall not be liable for any damages, whether such damages are direct, indirect or consequential, arising due to configuration of the Third Party Software with your equipment.

5.3.5. You shall be responsible to update any Third Party Software provided with the Services, as and when you receive notification from the Third Party Software provider. We shall not be responsible to ensure such updation and we shall not be liable for any disruption in the Services on account of unforeseen software conflict or bug issues due to your failure to update the Third Party Software.

5.3.6. You shall not remove or tamper with the copyright, trademark or patent notices contained in the Third Party Software.

5.4. You shall document and promptly report all errors or malfunctions noticed by you to E2E. If you provide any feedback in relation to the Services, we shall be entitled to use such feedback to improve our Services, without incurring any obligations towards you.

5.5. You shall ensure that all legal compliances as per Applicable Laws/ applicable regulatory framework as may be required for you to access the Services, are fulfilled by you. You shall be responsible for the security of the Services (including the equipment used to access these Services) being availed by you and at no point of time, shall we be held responsible if the security of the Services or the related equipment employed by you is breached. You shall be responsible to take reasonable measures, including but not limited to encryption of data, for ensuring protection of data stored/uploaded by you through the Services.

5.6. In order to facilitate the provision of the Services, you shall provide us with the required assistance, as reasonably requested by us from time to time.

5.7. You should ensure the availability and stability of the computing environment to support the Services, if and to the extent required in connection with the delivery of the Services.

5.8. Neither you, nor your representatives and/or End Users, shall remove or tamper with the copyright, trademark or patent notices contained in any content provided by us in the course of providing the Services, or in the software provided by us (which shall not include Third Party Software). You shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Claims arising out of or attributable, whether directly or not, to the violation of this Clause 5.8 by you, your representative and/or the End Users.

5.9. You shall observe proper ethics and transparency in all your actions in the course of discharging your obligations under these Terms and you shall not, in any circumstances, take any action or make any statement that may mislead any other existing E2E customer or prospective E2E customer regarding the Services or E2E itself, or impact E2E's business or goodwill adversely.

5.10. You shall comply with all your obligations pursuant to these Terms and ensure that all payments due to us are paid in a timely manner in accordance with the due dates mentioned in the invoices/reminder emails sent by us.

5.11. You are responsible to monitor the functioning of resources utilised on your cloud server for the purpose of accessing the Services, and to undertake appropriate action to resolve any issues with respect to such server resources. In no event are we responsible to monitor or maintain such server resources.

5.12. You hereby agree and warrant to comply with the following directions contained in Indian Computer Emergency Response Team (CERT-In) Guidelines, dated April 28, 2022, issued under sub-section (6) of Section 70B of the Information Technology Act, 2000 and produce the relevant records as when requested by us pursuant to any verbal or written order of any Government Authority:

1. You agree to enable logs of all their ICT systems and maintain them securely for a rolling period of 180 days and the same shall be maintained within the Indian jurisdiction.

2. You agree to maintain the following accurate information which must be maintained by You for a period of 5 years or longer duration as mandated by the law after any cancellation or withdrawal of the registration as the case may be in respect of the end-users of Services provided by us:

   • Validated names of subscribers/customers hiring the services
   • Period of hire including dates
   • IPs allotted to / being used by the members
   • Purpose for hiring services
   • Validated address and contact numbers
   • Ownership pattern of the subscribers / customers hiring services
   • Email address and IP address and time stamp used at the time of registration / on boarding

6. Seizure of Data and Hardware

6.1. You agree that in case of any seizure of hardware provided by us to you for storage of any data or information pursuant to the Services, by any Government Authority, for the purpose of an investigation against you, your employees, agents or End Users, or for any other purpose as per the requirement of the Government Authority, you shall be liable to pay, without any protest or demur, upfront (i) the cost of providing such data or information to the Government Authority, and (ii) the cost of server or equipment seized by the Government Authority.

6.2. Further, you agree that we will not be liable to make any backup or copy the Customer Data stored on E2E's server or equipment and you will not raise any Claim for loss of data including a monetary claim against us on account of loss of data. In case of seizure of hardware or data or both by the Government Authority, we will not be liable to inform you about such seizure of hardware or data or both, prior to or at the time of seizure of hardware or data or both by the Government Authority. Further, the Government Authority may provide such instructions for seizure of data or hardware or both through any mode of communication, whether in writing or by oral communication, and we will not be required to produce a copy of the written order of the Government Authority before the Customer.

7. Business Risk and Losses

7.1. You agree and acknowledge that the Services provided by us have Inherent Business Risk and such Inherent Business Risk may be beyond our control, and you may incur losses including but not limited to direct and indirect losses. We will not be liable, in whatever manner, for any losses incurred by you due to the foregoing. You hereby assume all risks arising out of the provision of the Services to you, your agents (including contractors and sub-contractors) or employees and shall indemnify, defend and hold harmless the Indemnified Parties from any and all Claims and/or Losses, caused by or arising in connection with any use or abuse of the same.

8. Third Party Audit

8.1. You acknowledge that in respect of licenses/software acquired from Third Party(s), an audit may be conducted by competent Third Party(s) duly authorised to conduct the audit ("Competent Third Party (ies)") during the Term and you agree that in case of such audit being initiated by Competent Third Parties, you will cooperate and provide relevant information required by the Competent Third Parties. All our customers are expected to cooperate in case any Competent Third Party conducts an audit on our infrastructure, which shall include the cloud service platform provided by us. You will provide all information as may be requested by the Competent Third Party, which may include verification of licensing compliance, evidence of licenses for products used by you, etc. Further, in case you do not cooperate for the conduct of a Third Party audit, and fail to provide all information necessary for the proper conduct of such Third Party audit, then we, at our sole discretion, shall have a right to terminate the Services.

9. Regulation of Use of Services

9.1. Customer Data

You hereby acknowledge that we exercise no control of whatsoever nature over the Customer Data. You represent and warrant to us that you have the right to transmit, receive, store, or host, using the Services, all Customer Data that you so transmit, receive, store, or host on our cloud platform. Further, it shall be your sole responsibility to ensure that you, your representatives and End Users who transmit, receive, store or host the Customer Data, comply with Applicable Law, and with any other policies published by us on the Website from time to time, including but not limited to the Company Policies. You will be solely responsible for the development, operation, maintenance and use of Customer Data.

9.1.1. End User Customer Data: You shall be responsible for the End Users' use of the Customer Data and the Services and shall ensure that all End Users comply with your obligations under these Terms and Company Policies. Further, you shall ensure that the terms of your agreement with each End User is consistent with the terms of these Terms and the Company Policies. If you become aware of any violation of your obligations under these Terms caused by an End User, you should immediately suspend access to the Customer Data and the Services by such End User.

9.2. Prohibited Activities

9.2.1. You will not engage in any prohibited activities and will not permit any Person, including End Users using your online facilities and/or services, including but not limited to, your website(s) and transmission capabilities to do any of the following prohibited activities ("Prohibited Activities):-

• Host, display, upload, modify, publish, transmit, store, update or share any information that,

  • belongs to another person and to which the user does not have any right;
  • is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
  • is harmful to child;
  • infringes any patent, trademark, copyright or other proprietary rights;
  • violates any law for the time being in force;
  • deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
  • impersonates another person;
  • threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;
  • contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
  • is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;

• Send unsolicited commercial messages of communication in any form (SPAM);

• Engage in any activities or actions likely to breach or threaten to breach any laws, codes, contractual obligations or regulations applicable to us or our customers (including conduct infringement or misappropriation of Intellectual Property, trade secrets, confidentiality or proprietary information; or which is fraudulent, unfair, deceptive or defamatory);

• Engage in any activity/ies or actions that would violate the personal privacy rights of others, including but not limited to, collecting and distributing information about internet users without their permission, except as permitted by Applicable Law;

• Intentionally omit, delete, forge or misrepresent online information;

• Use Services for any illegal purpose, in violation of Applicable Law or in violation of the rules of any other service provider's websites, chat rooms or the like;

• Conduct intended to withhold or cloak identity or contact information, registering to use the Services under a fake or false name or identity or using invalid or unauthorized credit cards, debit cards or any other payment instrument in connection with the Services;

• Use the Services to publish, post, share, copy, store, backup or distribute material that contains Malware or any other similar software or code or combination of codes and programmes that may damage or threaten to damage the operation of the Services or any other Person's device or property;

• Assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or provide the credentials pertaining to your Customer Account, to any unauthorised Person;

• Remove or alter any proprietary notices like copyright, trademark notices, legends, etc. from the Services or copy any ideas, features, functions, or graphics of the Services.

• Reverse engineering, decompiling, except to the extent that such activity is expressly permitted by Applicable Law notwithstanding this limitation, or otherwise attempting to discover the source code for the Services, or any part thereof;

• Attempting to gain unauthorized access to our networks, security systems, infrastructure or to other customers' accounts, or engaging in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services;

• Avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by us or any of our customers or any other third party (including another user) to protect the Services;

• Using the Services to conduct competitive analysis of the Services or including the Services in benchmark or competitive reports.

• Disrupting, attempting to disrupt, or exploiting any vulnerability in the E2E's network, or any third party network, product, or service, including via Malware, botnets, denial-of-service attacks, or other abusive activity;

• Making the Services publicly available or otherwise sublicensing, reselling, time-sharing, renting, releasing or otherwise distributing or making available the Services to any third party except as contemplated by these Terms;

• Seeking services from E2E with the intent to avoid fees owed to us;

• Any other activities, action or omission in violation of these Terms, or activities that E2E determines, in its sole discretion, to be harmful to E2E's customers, operations, reputation, goodwill or customer relations; or

• Using the Services for running applications whose primary purpose is to mine cryptos or crypto currencies or using the Services for mining cryptos or crypto currencies without written approval from us. When such a use is detected by E2E, termination of Customer Account and/or de-provisioning of Service is an expected outcome. We, at our sole discretion, may give you an opportunity to rectify the Prohibited Activity.

• Developing products, services or capabilities competitive with our Services.

• Any conduct that results in the imposition of disproportionate legal, insurance, administrative and governance costs on us, including but not limited to the initiation of an enquiry by a Government Authority against us due to your conduct and/or receipt of a legal notice with respect to your conduct.

• Any activity that results in the cancellation or suspension of our cyber insurance policy or increase in cyber insurance premium of our cyber insurance policy due to any activity undertaken by you while using our Services.

• Any activity that results in you, your employees or End Users being subject to investigation on the ground of commission of a criminal offence, including but not limited to offences under the Information Technology Act, 2000, Indian Penal Code, 1860 and other Applicable Law.

9.2.2. If you become aware of conduct by any Person using your online facilities, services and/or Customer Account constituting Prohibited Activities, you should use all efforts to remedy such conduct immediately, including, if necessary, limiting or terminating the End User's access to your online facilities.

9.2.3. In the event that we receive any information or a formal complaint alleging that you, your representatives or End Users are engaging in conduct constituting a Prohibited Activity or an Abuse of Service, we will notify you via email of such alleged conduct, requesting you to ensure that the conduct is discontinued immediately. If you fail to discontinue or facilitate the discontinuance of such conduct within a period of 24 (Twenty Four) hours of receiving the email from us, we will be entitled to impose a penalty of INR 5000 (Rupees Five Thousand) or higher per instance of Prohibited Activity or Abuse of Service, continuing beyond such 24 (Twenty Four) hour period, and the consolidated penalty amount for the defaulting month shall be included in the bill for such month and shall be payable to us as per the applicable payment terms under these Terms. On continuance of Prohibited Activities or Abuse of Service by you, your representatives or End Users beyond the expiry of 24 (Twenty-Four) hours from receipt of the email notification, we will have the right to suspend your Services. If we determine that there is a clear and present danger to us, our other customers or a Third Party due to your participation in any Prohibited Activity while availing the Services, then we, at our sole discretion, shall have the right to immediately suspend/terminate the Services to you without any notification or via a post-facto notification depending on the severity of abuse. We, at our sole discretion, may give you an opportunity to rectify the Prohibited Activity, to our satisfaction, and in such a situation, a repeat default occurrence would result in automatic termination of access to the Services, without prior intimation being provided.

9.2.4. Abuse of Services: Any activity/ies by you or facilitated by you, including but not limited to the activities as mentioned herein below, shall be regarded as abuse of service ("Abuse of Service"):

• Facilitating of hosting of any distributed denial of service (DDoS) attacks, or DDoS attack scripts;
• Restricting, inhibiting, or otherwise interfering with the ability of any other person, regardless of intent, purpose or knowledge, to access, use or enjoy the E2E Services (except for private, non-public servers protected with passwords), including, without limitation, posting or transmitting any information or software which contains any virus or other harmful feature, or generating levels of traffic sufficient to impede others' ability to send or retrieve information (including denial of service attacks or similar attacks);
• Operating network services such as open proxies, open mail relays, Tor exit nodes, open recursive domain name system (DNS) resolvers, or any other traffic types and volumes as determined by E2E;
• Using the Services to monitor or crawl a third party's system or network without explicit authorization from the owner of the system or network; or
• Deliberately attempting to interfere with the proper functioning of the Services.

9.2.5. Cooperation with investigations and proceedings: You agree that we may permit a relevant Government Authority to inspect Customer Data or usage. For the purpose of such inspection, we may in our sole discretion give reasonable prior notice to you. We may report to appropriate Government Authorities any Customer conduct, which we believe to be violative of Applicable Laws without notice to you. We may respond to any request from a law enforcement agency or regulatory agency, which has been made in accordance with Applicable Law, regarding any of your conduct, which may be violative of Applicable Laws. Further, the Government Authority may request for cooperation with investigations through any mode of communication, whether in writing or through oral communication, and we shall not be required to produce a copy of the written order of such Government Authority before you.

9.2.6. Consequences of Violations: We may take actions in case of suspected violations of these Terms, Company Policies etc., including but not limited to any one or more of the following, at our own discretion:

• Issue warnings: Written or verbal;
• Suspend privileges to use the Services either completely or selectively, until you cure such breach;
• Terminate your Customer Account;
• Bill you for the costs that may have been incurred to us including administrative costs;
• Bring legal proceedings against you for reimbursement of all costs resulting from the violation (including, but not limited to, reasonable administrative and legal costs);
• Take further legal action against you; and/or
• Disclose such information to law enforcement authorities as deemed reasonably necessary by us.

Further, if you have paid for the Services in advance, you will be liable to forfeit the entire advance paid for availing the Services and we shall not be liable to refund the same to you.

9.3. Imposition of disproportionate legal, insurance, administrative, governance and any other costs: We reserve the right to immediately terminate or suspend the Services being rendered to you, for reasons including but not limited to the making of or threatening to make or our perception of a threat of the imposition of disproportionate (in our opinion) legal or other claims in comparison to the cost of Services borne by you, including but not limited to the initiation of an enquiry by a Government Authority against us due to or in relation to your conduct and/or receipt of a legal notice with respect to your conduct.

9.4. Criminal offense: Violation of the conditions of use specified in these Terms may constitute a criminal offence under applicable law. You should report to us any information that it may have concerning instances in which the conditions of use under these Terms have been or are being violated.

10. Facilities

10.1. Monitoring Equipment

We will install monitoring equipment or software to monitor your service usage for ensuring quality of service and for billing purposes. The Services can be affected by activities beyond our control even after installation of the equipment or software. We shall have no liability in the event of any loss to you, or your employees, agents or End Users due to activities, which are beyond our control, including attacks by Malware upon such monitoring equipment or software. For the purpose of this clause, "Malware" shall mean any malicious computer code such as viruses, logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item, and damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert in full or in part an information system from its intended use.

10.2. Usage Measurement

We may, at our discretion, measure the usage of Services which shall include but shall not be limited to any usage artefacts like number of HTTP(s) requests, inbound and outbound data traffic to and from various services, temperature of hardware on which Services are running etc.

10.3. Service Requests

You shall raise a service request as per the method intimated by us. We reserve the right to change the method of receiving service requests and any change shall be communicated to you by posting it on the Website. You shall be responsible to ensure that you check the Website from time to time to stay updated on any such communication by us. Currently, service requests can be raised by sending an email to us at cloud-platform@e2enetworks.com. Execution of service requests by us shall not be undertaken by us unless and until we receive a duly authorised confirmation from your listed technical contact. The name of such technical contact person shall be provided by you to us at the time of sign up/ customer account creation with us or later, via interfaces provided by us on the Website. And in case of any change in the technical contact person, you shall immediately inform us about such change by updating the technical contact details in your Customer Account. We shall not be liable for hardware/software crash or corruption of data due to service requests from you or for such other reasons, which are in our reasonable opinion, beyond our control. Further, we shall not be liable to you for any losses arising out of the initiation of service requests.

11. Server Reboots

11.1. You may undertake server on/off actions by yourself via the self-service portal accessible at https://myaccount.e2enetworks.com/ or such actions may be performed by our team on the receipt of a request from you. On the implementation of a server on/off instruction or any other requests by you in relation to the Services, you shall always ensure that it sets up its service boot order correctly so that the server becomes accessible on reboot. We shall have no liability or responsibility for your failure to properly execute such server on/off actions and the consequent delay in restart of the servers. Further, we shall not be liable to you for any losses including losses due to hardware/software crash or loss of Customer data arising out of such server on/off events and you shall indemnify and hold us harmless against any such claim, action, suit or proceeding arising out of such circumstances.

11.2. We may reboot, physically disconnect and reconnect the servers while undertaking scheduled and/or emergency maintenance. We shall not be responsible for failure of the servers to reboot successfully on account of incomplete filesystem consistency checks run by the operating system, misconfiguration in software due to bugs in the operating system and/or system software accompanying the operating system or manual changes made by us on receipt of a request from you or by you yourself. You shall have to maintain adequate redundancy of your data/software deployments to ensure that the services rendered by you to your End Users are not unduly impacted or interrupted due to such emergency and/or scheduled maintenance activities performed by us. On completion of a scheduled and/or emergency maintenance activity, we shall make best efforts to notify you of our success or failure of the activity performed. Where required, we shall make best efforts to intimate you of the need to reschedule the maintenance activity. It is clarified that you shall be responsible to verify that your Services have been restored effectively post completion of the scheduled and/or emergency maintenance activity.

12. Maintenance and Support

12.1. We shall have the right to conduct routine scheduled maintenance or emergency maintenance of its electrical, software or hardware infrastructure required to operate our Services according to the maintenance schedule posted on the Website or communicated via email to you, to the extent it is deemed by us to be feasible. In the event that a mission critical maintenance situation arises, we may have to perform emergency maintenance at any time without prior intimation to you. During these scheduled and emergency maintenance periods, your equipment may be unable to access the Services and you may be unable to access Customer Data and the Services on our cloud computing platform. You agree to co-operate with us during the scheduled and emergency maintenance periods. Where a server is not able to successfully boot up due to malfunction in the operating system or software, software misconfiguration, any software/hardware related issues such as filesystem and/or database inconsistency or load times and/or checks taking undue amount of time and failing to complete, we shall not be liable for any resulting downtime in excess of the maintenance routine estimate.

12.2. We will undertake best efforts to provide you round the clock support, monitoring, fault reporting and maintenance of the networks and systems at E2E. We shall provide warranty support for the equipment supplied by us, subject to the terms and conditions of the equipment's manufacturer. It is clarified that we will not perform maintenance of any hardware problems in any equipment, which is not provided by us.

13. Terms of Free Trial

13.1. The terms of these Terms as well as any other terms stated to be applicable to the use of the Services shall govern 'free trial facility' being offered by us.

13.2. We shall have the discretion to grant a free trial facility to any potential customer and shall be entitled to do so on the basis of an evaluation of the specific service sought from us and such potential customer's needs. The period for which free trial facility is granted by us shall be at our discretion and may change from case to case.

13.3. We shall make best efforts to grant free trial facility within a period of 7 (Seven) days from receiving a request for the same from a potential customer.

13.4. We reserve the right, in our absolute discretion, to cancel or modify the free trial facility offered to you, at any time without prior notice.

13.5. In the event that it is brought to our notice that any activity that constitutes a violation of these Terms is undertaken by you, we shall have the right to immediately cancel the free trial facility without prior notice to you.

13.6. Notwithstanding the other provisions of these Terms, any liability(ies) arising out of or in connection with your use of the free trial facility, shall be solely and totally borne by you, and neither us, nor our representatives shall be liable for any claim, loss, damages, fine, penalty, fee, charge, cost or any expense of any nature arising due to your use of the free trial facility (including use by your representatives).

14. Limitation of Liability

14.1. In any event, our, our affiliates' and our licensors' cumulative liability towards you or any other party, if any, for any loss or damages resulting from any claims, demands, or actions arising out of or relating to these terms or the use of the services or any failure or delay in delivering the services shall not exceed the total fees paid by you, pursuant to an invoice raised by us for one month, in the month prior to the month on which the event giving rise to the claim occurred. Except to the extent set forth in the service level agreement, we shall have no liability should there be any delay in the rendering of the service.

14.2. In no event shall we be liable to you, for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, including, but not limited to, compensation, reimbursement or damages in connection with, arising out of, or relating to, the use, or loss of use of the services, loss of profits, loss of goodwill, loss of data or content, cost of procurement of substitute goods or services, subsequent or other commercial loss, or for any other reason of any kind, whether based on contract or tort (including, without limitation, negligence or strict liability), even if we have been advised of the possibility of such damages.

15. Limited Warranty

15.1. We represent that we shall make best efforts to provide the services in compliance with our service level agreement. Except for this warranty, we disclaim any and all other warranties, express or implied, relating to the services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or arising from a course of dealing, usage or trade practice. We specifically disclaim any warranty that the operation of the service will be uninterrupted or error free. Further, we make no representations or warranties whatsoever, and shall have no liability whatsoever, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the servers upon which the services are provided. You are solely responsible for implementing adequate firewall, password and other security measures to protect its systems, data and applications from unwanted intrusion, whether over the internet or by other means.

16. Consideration

16.1. Infra Credit Prepaid Customers

If you are an Infra Credit Prepaid Customer, we will raise an invoice for an amount equivalent to the amount paid by you under your Customer Account for purchase of infra credits, subject to the deduction of applicable taxes, including GST from such amount. You should ensure that you continuously monitor your usage and maintain sufficient positive infra credits in your Customer Account. A negative infra credit balance in your Customer Account may lead to automatic suspension and/or De-provisioning of Services.

16.2. Other Customers

If you are not an Infra Credit Prepaid Customer, we will raise an invoice against you as per the applicable billing period, and you will be required to pay all fixed fees/charges contained in such invoice, including Variable Usage Charges, if applicable, for particular services. The Services rendered to you may be suspended/de-provisioned, in the event that you do not pay the invoice amount within the due date indicated in the invoice/reminder email. Further, we retain the right to reduce/ cancel the credit period being offered to you (if any), or cancel any discounts offered earlier (if any) or increase existing prices without prior notice to you, in the event that the payments are not received by us within the specified due dates as indicated in the invoice reminder emails or for any other reason at our sole discretion.

16.3. All billing information, including the list of Services active under your Customer Account and all Charges applicable to the same, is available in your Customer Account. The invoices for the Services will be issued on the scheduled billing date which would be available to you in your Customer Account. In case of any amendments to information which needs to be included in the invoice (like billing details, company name, GSTN etc), you should raise a support ticket requesting the change with attachment of appropriate proof of the same. We will not be liable for any discrepancies in the invoice information provided to us. Any discrepancy in invoice raised should be notified to us within 7 (Seven) days from the date of receipt of the said invoice. You agree to settle the invoice amount within the applicable credit period. We will not be responsible for reconciliation of payments done by you. You should provide the invoice numbers against which payments are done while making the payment to us. Further, in the event that payments are not done against the specific invoice number, we reserve the right to distribute the same across open/unsettled invoices.

16.4. In the event that you are an Inactive Customer, we will have the right to invalidate the infra credits in your Customer Account after giving 30 (Thirty) days written notice of the same to you on your registered email address. Thereafter, you will not be able to demand any refund against the invalidated infra credits. In the event that you are an Infra Credit Prepaid Customer and do not agree to such invalidation of infra credits, you are required to notify us of the same by raising a support ticket within 10 (Ten) days of receipt of the written notice failing which the infra credits will be invalidated.

16.5. To request a change in the invoice raised, you must contact us for invoices raised during the current and previous month. Requests for invoice change for invoices older than 2 (Two) months from the current date may not be entertained by us.

16.6. All payments for the Services to us will be in Indian Rupees.

16.7. We have the absolute right to escalate the prices of the Services at any time and change the pricing plan from one to another that may lead to increase in the per unit cost of Services at any time without providing you any prior notice. You will be solely responsible to continuously track the pricing mentioned in the pricing page of the Website (accessible at https://www.e2enetworks.com) and your subsequent use of the Services despite change in pricing will be deemed as your consent to such changes. In the event that you do not agree to such price changes, you may terminate the services by sending us an email to cloud-platform@e2enetworks.com.

16.8. We accept payment through multiple modes of payment using third-party payment processors, as per your requirements. We will be solely responsible for selecting the payment method for payment of charges. These payments shall be subject to terms and conditions and privacy policy of the third-party payment processors. We are not responsible for any errors by the Third Party payment processor. In the event that the Customer is liable to make payment to us and the amount is debited from the Customer Account but is not received by us, it shall be the Customer's responsibility to follow up with the bank or credit card company and ensure that we receive the payment.

16.9. We will accept payment through cheque only when a security deposit equivalent to 3 (Three) months of the average bill amount, based on the average of the last 3 (Three) invoices billed to you, is provided. This security deposit will be forfeited by us, in the event of cheque bounce and the same shall not be refundable to the Customer. In the event of cheque bounce, we will have the right to suspend/deprovision the Services being rendered to you and you will be solely liable for such suspension/de-provisioning and any losses and costs arising therefrom.

16.10. In the event that we have extended a credit facility to you, you will be required to strictly adhere to the credit period as agreed. Where no specific credit period has been agreed upon, you will be required to make the payment within the credit period mentioned in the invoice/reminder emails sent by us. In the event that a part payment or full payment is not received by us within the credit period, we may, at our sole discretion, remove the credit facility provided to you. For customers who do not have a credit facility, full advance payment is required against the applicable charges. For avoidance of doubt, the credit facility extended to you is subject to our sole discretion and is revocable by us at any time.

16.11. In the event that you fail to make payments within the credit period, we shall have the right to (a) report you to credit bureaus or collection agencies as we deem appropriate and we will not be liable for any losses that you may have due to the same; and (b) approach relevant forums including, courts, consumer forums and arbitration for recovery of the said amounts and you shall be liable for payment of costs for such recovery including but not limited to the legal costs, fees, etc.

16.12. If the payment mode is in the form of direct credit to the E2E account, the Customer has to promptly share the transaction details of the payment with our finance team at billing@e2enetworks.com. The Customer Account will be automatically suspended in the event that such information is not made available and no payment is received by us within the credit period.

16.13. If the Customer has deducted TDS from the amount paid to us, you should deposit the TDS with the appropriate Government Authority within the statutory timelines and provide us with the duly signed TDS certificate within statutory timelines. You shall be liable to indemnify us for all losses and additional taxes paid or payable by us due to non-submission of TDS certificate within the statutory timelines. Further, you shall ensure that the TDS is deducted at the applicable rates in accordance with Applicable Law. Any short deduction of TDS by you, and interest or any other payments made by us to Government Authorities due to such short deduction, shall be reimbursed by you to us. Non-submission of TDS certificate within statutory timelines shall result in suspension and de-provisioning of the Services.

16.14. In the event that the Customer is liable to pay GST, the Customer will be under obligation to ensure (i) valid GSTN registration throughout the term of availing the Services from us; (ii) correct GSTN details are reported to us; (iii) to ensure timely filing of GST returns; and (iv) reporting of inward supplies in GST returns.

16.15. In the event of any disruption in payments or issues involving a third party, you agree and acknowledge that E2E shall not be liable for the same and we shall have the right to suspend or de-provision the Services till such time the payment is received by us. Further, we shall not be liable for any losses suffered by you as a result of suspension or de-provisioning of the Services.

17. Confidentiality

17.1. You should safeguard and keep confidential E2E's Confidential Information using measures that are equal to the standard of care used by you to safeguard your own Confidential Information of comparable value, but in no event less than reasonable care. You should not use our Confidential Information for any purpose except to implement your rights and obligations under these Terms and as otherwise expressly contemplated by these Terms.

18. Security and Disclosure of Customer Data

18.1. Security Measures

You will be solely responsible to patch your systems regularly with security updates of operating systems, web server/DB or any other software in use on servers/services, maintain highest levels of input sanitation on your web applications and in general keep any protected data encrypted. Further, you should take reasonable security measures to ensure protection of Customer Data stored on our cloud servers linked to your Customer Account. We will, on a best-efforts basis, implement reasonable and appropriate measures designed to help you secure your Customer Data against accidental or unlawful loss, access or disclosure.

However, you shall remain responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your Customer Data, which may include the use of encryption technology to protect your data from unauthorized access and routine archiving your data. We do not promise to retain any preservations or backups of your Customer Data. You are solely responsible for the integrity, preservation and backup of your Customer Data, regardless of whether your use of Services includes a E2E backup feature or functionality, and to the fullest extent permitted by law, we shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.

We are not responsible or liable to make available data lost due to hardware failure or any other reason. While we will make our best efforts to help you retrieve your Customer Data (in the case of hardware failure), our responsibility is limited to providing you with an equivalent (replacement) compute node, as soon as possible. If you have signed up for a backup plan with us, we will help you restore your Customer Data, from one of the available recovery point objectives, to the newly provisioned compute node (at your option), on a best- efforts delivery basis.

18.2. Disclosure of Customer Data

Notwithstanding that we may have access to the servers allocated to you for availing the Services, we do not by default maintain copies of Customer Data and/or logs of Customer activities on our platform or servers, unless expressly mandated by Applicable Law. Further, we will not disclose Customer Data to any Third Party, unless required to do so for the purpose of providing the Services to you or pursuant to an order or demand duly made by a Government Authority. We will not be under any responsibility to notify you of any such demand or order for disclosure of your Customer Data or provide proof of such demand or order to you.

19. Suspension of Services

19.1. We may, in our sole discretion, suspend the Services, in whole or in part, without liability if (i) you fail to pay the Fees/Charges due and payable to us by the due date or credit term mentioned in the invoice/reminder emails, (ii) you are an Infra Credit Prepaid Customer and you run out of infra credits on your Customer Account (iii) you or your End User is in violation of these Terms and/or the Company Policies, (iv) you fail to reasonably cooperate with our investigation of any suspected breaches of these Terms, (v) we reasonably believe that our cloud platform has been accessed or manipulated by a Third Party without your consent or our consent, (vi) we reasonably believe that suspension of the Services is necessary to protect our environment generally, (vii) you or your End User is in breach of provisions of Clause 9 and its sub-clauses, (viii) we are obligated to suspend Services pursuant to a subpoena, court order or otherwise as required by Applicable Law or by an order of a Government Authority made in accordance with Applicable Law, whether in writing or by oral communication, (ix) you or your End User's use of or access to the Services poses a security risk to us, the Services or to any Third-Party, or is fraudulent, and/or (x) you have ceased to operate in the ordinary course, or made an assignment for the benefit of creditors or effected a similar disposition of assets, or have become the subject of any insolvency, reorganization, liquidation or similar proceeding.

19.2. In the event of suspension of Services pursuant to Clause 19.1(i), (ii), (iii) & (iv), we will make best efforts to provide you reasonable prior notice of such suspension where we believe the same is safe and prudent for us to provide. Such suspension will remain in effect until the breach is cured by you to our satisfaction. In the event of suspension of Services pursuant to Clause 19.1(v), (vi), (vii), (viii), (ix) & (x), we may suspend the Services immediately, with or without notice to you.

19.3. Where you have availed Services that have been manually configured by us and have been suspended due to non-payment of dues, the Customer may request for reactivation of Services by making a payment of the outstanding amount and reactivation charges, both charged at our prevailing rates at the time of reactivation. We will make best efforts to reactivate the Services after receipt of the payment.

19.4. Where you are availing Services through a Self-Service Portal that is accessible at https://myaccount.e2enetworks.com and such Services are suspended due to insufficient balance or infra credits, the Services will be automatically reactivated once the balance is restored. In the event that the Services are not automatically reactivated, you may raise a request for the same with our support team.

19.5. You shall remain responsible for all fees and charges you incur during the suspension period.

19.6. We shall not be held liable for any losses incurred by you due to the suspension of the Services, including but not limited to any loss of business.

19.7. We may disable your and your End Users' access to the Services during any period of suspension. Any Customer Data that is stored with us may also be disabled and/or we may move any Customer Data to a different location on the E2E network platform and charge you commercially reasonable charges for such movement. We will make reasonable efforts to allow you to retrieve Customer Data for a reasonable time from the date of suspension. You should thereafter immediately return or, if instructed by us in writing, destroy all Confidential Information in your possession.

19.8. We may suspend the Services if we receive notice that you have become the subject of insolvency, reorganization, liquidation or similar proceeding, or where we suspect such an occurrence.

19.9. In the event that we discover multiple Customer Accounts created by you in our systems, and one of the Customer Accounts is suspended due to payment issues or any other reason pursuant to Clause 19.1, all other Customer Accounts may also be suspended by us if we believe that all the accounts are linked and/or you have been using multiple accounts to bypass restrictions imposed by us.

19.10. Once a Customer Account is suspended, we reserve the right to demand the clearance of total dues or part thereof from the Customer, prior to reactivation of the Customer Account. We may withhold reactivation of the Customer Account till we receive confirmation of payment of outstanding dues.

19.11. If there is no request from the Customer for reactivation of Services, within 60 (sixty) days from the date of suspension, the Services may be De-provisioned by us. You shall be solely liable for such De-provisioning of Services, and neither E2E, nor its representatives shall be liable for any loss of Customer Data.

20. Indemnification

20.1. You shall defend, indemnify and hold harmless the Indemnified Parties, from and against any and all Claims and/or Losses arising out of or relating to (i) breach of these Terms by you, your representatives or End Users, or (ii) violation of the Company Policies or Applicable Law by you, your representatives or End Users, (iii) non-payment of applicable taxes including but not limited to GST, TDS or any other form of taxes levied by any Government Authority from time to time on you, (iii) breach of security measures by you, your representatives or any End User, (iv) a dispute between you and your End User, (v) alleged infringement of Third-Party IPRs by the Customer Data. Your obligation under this Clause 20.1 shall extend to Claims arising out of acts or omissions by your employees, End Users and any Person who gains access to the Services as a result of your failure to use reasonable security measures.

21. Termination

21.1. If you want to terminate/de-provision our Services, you should write to us at cloud-platform@e2enetworks.com for manually provisioned services or in case of Services availed through Self Service Portal, you may terminate/de-provision the same by accessing your Customer Account at https://myaccount.e2enetworks.com.

21.2. If you fail to make due payments on any invoice(s) raised by us as per the due dates mentioned on the invoice/reminder emails or if you fail to deposit the TDS to the appropriate Government Authority and fail to provide us a duly signed TDS certificate within statutory timelines, we retain the right to suspend and deprovision the Services.

21.3. We shall have the right to terminate your access to the Services at our sole discretion at any time, without any notice to you, if we are of the opinion that you have used the Services (a) fraudulently, unlawfully or abusively, (b) any such usage of the Services by you is in breach of Applicable Laws, (c) you have committed material breach of these Terms, or (d) for any reason whatsoever, if we are of the opinion that your use of the Services poses risk to us, our Services, our resources or other E2E customers. Where your default is on the ground of violation of these Terms, we may, at our sole discretion, allow you an opportunity to cure your breach, and if you fail to cure such breach within such number of days as may be notified by us, or 30 (thirty) days (where it is not specified), we shall have the right to terminate the Services immediately.

21.4. We may terminate the Services, at our sole discretion at any time, without any notice to you, if you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or effected a similar disposition of its assets, or have become the subject of any insolvency, reorganization, liquidation or similar proceeding.

21.5. Effects of Termination

• On termination of Services, we will remove all of your electronically stored data from our facilities, including all Customer Data and back ups, if any, and this shall not give rise to any liability towards you
• If we are providing the servers, we reserve the right to re-format/delete/de-provision/remove any servers, virtual or physical, for freeing up resources for use by other E2E customers
• You shall remain responsible for all fees and charges till the date of deprovisioning of respective services irrespective of whether you have used them or not
• You should immediately return or, if instructed by us in writing, destroy all Confidential Information pertaining to us, in your possession
• All provisions that by their nature are intended to survive any termination of Services shall survive

21.6. Handover of data: Upon termination, we may at our sole discretion, assist you in transitioning Customer Data to an alternative technology or cloud service provider, for an additional charge and under separately agreed terms.

22. Proprietary Rights

We or our licensors own all rights, title, and interest in and to the Services and underlying software, and all related technology and IPRs. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services. Further, you acknowledge that we will be required to use your logo, trademark and entity name for the limited purpose of identifying you in our records, marketing materials, the Website and client database. You hereby grant us permission to include your name, logos, and trademarks in our clientele, promotional and marketing materials and communications. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Websites and Services ("Feedback") then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website and Services and create other products and services.

23. Miscellaneous

23.1. Entire Agreement

These Terms, together with Company Policies and any other documents expressly referred herein, constitute the entire understanding between the parties with respect to the subject matter hereof. In addition, the terms and conditions as set forth in any invoice, or any other official communications in writing between you and us, including payment reminders and suspension emails, shall also be binding on you.

23.2. Force Majeure

We will not be responsible for the delays or damages that may occur due to any act, omission or delay caused by a Force Majeure Event. We will be entitled to discontinue the Services with immediate effect on the occurrence of a Force Majeure Event, if in our opinion we are unable to continue to provide the Services as per these Terms.

23.3. Email Communication

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically through email will satisfy any legal communication requirements, including that those communications be in writing. You agree to receive such electronic notices from us, which will be sent by email to the email address then associated with your Customer Account. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

23.4. Relationship of the Parties

The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

23.5. Assignment

You may not assign, transfer or delegate any of your rights and obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer or delegate our rights and obligations under these Terms without notice or consent.

23.6. No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

23.7. Severability

If any part of these Terms is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

23.8. Non-Solicitation

You for any reason, shall not, directly or indirectly solicit our employees who are on our panel/rolls to leave their respective employment/business engagements during the period you are using the Services and for 2 (two) years after the termination of Services.

23.9. Governing Law

These Terms shall be governed and constructed in accordance with the Applicable Laws of India. Subject to the Clause 23.10 below, the courts at New Delhi shall have exclusive jurisdiction over any of the disputes arising out of or in relation to these Terms.

23.10. Dispute Resolution

• Any dispute, controversy or claim arising in any way out of or in connection with these Terms (including, without limitation: (a) any contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (b) any issue as to the existence, validity or termination of these Terms) ("Dispute") shall be as far as it is reasonably possible, be settled amicably through good faith consultation between the Parties

• If a Party gives the other Party a written notice that a Dispute has arisen ("Dispute Notice"), and after 30 (thirty) days of good faith consultation from the date of the Dispute Notice ("Consultation Period"), the Parties fail to reach an amicable settlement on any Dispute, then such Dispute may be submitted by any Party to be finally resolved by arbitration rules of the Mumbai Centre for International Arbitration ("MCIA Rules") for the time being in force, which MCIA Rules are deemed to be incorporated by reference in this Clause

• The arbitration shall be conducted by a sole arbitrator, who shall be mutually appointed by both Parties. If Parties are unable to agree on the appointment of the arbitrator within 20 (twenty) days from expiry of the Consultation Period, the arbitrator shall be appointed in accordance with the MCIA Rules

• The seat and venue of arbitration shall be New Delhi, and the arbitration shall be conducted in the English language

• Any award of the Tribunal shall be made in writing and shall be final and binding on the Parties from the day it is made. The Parties undertake to carry out the award without delay

• The Tribunal shall be entitled to decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel retained by the Parties) incurred in the arbitration

• The Parties agree that in the event disputes arise under these terms which are connected with or related to the same subject matter, the Parties undertake that all such disputes shall be referred to the same arbitrator who is appointed for dealing with the dispute in respect of which arbitration has been first invoked

• The existence or subsistence of a dispute between the Parties, or the commencement or continuation of arbitration proceedings, shall not, in any manner, prevent or postpone the performance of those obligations of Parties under the terms which are not in dispute, and the arbitrators shall give due consideration to such performance, if any, in making a final award