Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website https://nimbuscorp.co.in and the software, SaaS platforms, applications, APIs, backend services, infrastructure and other technology services provided by Nimbus Corporation ("Nimbus Corporation", "Nimbus", "we", "us" or "our").

By accessing our website, requesting a demonstration, creating an account, subscribing to a service, purchasing a subscription, using our software or otherwise using our services, you agree to be bound by these Terms.

If you do not agree with these Terms, please do not use our website or services.

1. About Nimbus Corporation

Nimbus Corporation provides technology products and services including, but not limited to:

• Subscriber Management Systems;
• Billing and business management software;
• ISP and connectivity management platforms;
• AAA/RADIUS and network integration software;
• Customer self-care portals;
• Mobile applications;
• Backend and API services;
• Software deployment on infrastructure you control;
• Custom software development;
• Integrations with third-party systems; and
• Other software, technology and infrastructure services.

Nimbus Corporation is a technology and software service provider. Unless expressly stated otherwise in a separate agreement, Nimbus Corporation does not itself provide internet, television, telecommunications or other regulated connectivity services to the end users of its customers.

2. Eligibility

You represent that:

1. You are legally capable of entering into a binding agreement;
2. You are using the services for lawful business or personal purposes;
3. Where you are acting on behalf of a company or organization, you have authority to bind that organization; and
4. All information provided to Nimbus Corporation is accurate and current.

3. Accounts

Certain services may require you to create an account.

You are responsible for:

• Maintaining the confidentiality of login credentials;
• Providing accurate account information;
• Restricting unauthorized access to your account;
• Maintaining appropriate user permissions; and
• Notifying Nimbus Corporation promptly if you believe your account has been compromised.

You are responsible for activities performed through your account unless caused by Nimbus Corporation's proven failure to maintain reasonable security measures.

Nimbus Corporation may suspend or restrict access where reasonably necessary to protect the service, other users, infrastructure or security.

4. SaaS Services

Nimbus Corporation may provide software under a subscription-based SaaS model.

Depending on the product and plan, subscription pricing may be based on factors including:

• Number of subscribers;
• Number of users;
• Number of devices;
• Number of tenants;
• Modules or features;
• Application usage;
• Infrastructure resources;
• Storage;
• API usage;
• Managed services; or
• Other agreed usage parameters.

The applicable commercial terms, subscription period, pricing and included features will be specified on the applicable pricing page, quotation, order form, proposal, invoice or separate agreement.

5. Subscription and Renewal

Subscriptions may be offered on a monthly, annual or other agreed billing cycle.

Unless otherwise agreed:

• Subscription fees are payable in advance;
• A subscription continues for the selected subscription period;
• Renewal may occur automatically where expressly enabled or agreed;
• Taxes applicable under Indian law may be charged in addition to the stated price; and
• Monthly subscriptions can be cancelled at any time. Cancellation takes effect at the end of the month already paid for, and no further fees are billed;
• Annual subscriptions run until the subscription expires, and the service can be used until then;
• Fees already paid are generally not refunded, as set out in our Refund Policy; and
• Failure to make payment may result in suspension or termination of the applicable service.

Nimbus Corporation may change pricing for future subscription periods by providing reasonable notice.

Existing prepaid subscription periods will not be retrospectively repriced.

6. Free Trials and Demonstrations

Nimbus Corporation may provide demonstrations, evaluation accounts or free trials.

Trial services:

• May have limited functionality;
• May have usage limits;
• May be discontinued or modified;
• May not include production-level support; and
• May be deleted after the trial period.

Unless expressly stated otherwise, free trials do not create a commitment to continue providing the service without charge.

7. Customer Data

For SaaS services, customers may submit information relating to their subscribers, employees, customers, partners or other users.

Where Nimbus Corporation processes such information on behalf of a customer for providing the contracted service, the customer remains responsible for determining the purposes for which that data is collected and used.

The customer is responsible for:

• Having the necessary legal basis and permissions to collect and process personal data;
• Providing appropriate privacy notices to its users;
• Providing accurate information;
• Configuring access permissions appropriately;
• Complying with applicable laws and regulations; and
• Providing lawful instructions to Nimbus Corporation.

Nimbus Corporation will process customer data in accordance with the applicable service agreement, privacy documentation and customer instructions, subject to applicable law.

8. Acceptable Use

You must not use Nimbus Corporation services to:

• Violate any applicable law or regulation;
• Infringe intellectual property rights;
• Access systems without authorization;
• Attempt to circumvent security controls;
• Introduce malware, viruses or malicious code;
• Conduct unauthorized penetration testing;
• Interfere with service availability;
• Abuse APIs or infrastructure;
• Conduct fraudulent activities;
• Store or transmit unlawful content;
• Facilitate cyberattacks;
• Attempt to obtain unauthorized access to another customer's data; or
• Use the service in a manner that creates an unreasonable security, operational or legal risk to Nimbus Corporation or others.

Nimbus Corporation reserves the right to investigate suspected misuse and take reasonable protective measures.

9. Third-Party Services

Nimbus Corporation services may integrate with third-party services including payment gateways, telecommunications systems, network equipment, cloud infrastructure, application stores, messaging services and other external platforms.

Third-party services are governed by their respective terms and policies.

Nimbus Corporation is not responsible for outages, changes, restrictions or failures caused solely by a third-party service provider.

Where a third-party service is essential to a customer's requested functionality, continued availability may depend on that third party.

10. Software and Intellectual Property

Unless expressly stated otherwise:

• Nimbus Corporation owns or licenses the software, source code, architecture, interfaces, documentation, designs, trademarks and other intellectual property used to provide its services.
• A subscription gives the customer a limited, non-exclusive, non-transferable right to use the applicable service during the subscription period.
• No ownership of Nimbus Corporation software is transferred to the customer merely by purchasing a subscription.

Customers must not:

• Copy or reproduce the software except as permitted;
• Reverse engineer or decompile the software except where expressly permitted by applicable law;
• Resell the software without authorization;
• Remove proprietary notices;
• Attempt to extract source code;
• Create competing products using protected Nimbus Corporation materials; or
• Grant unauthorized access to third parties.

11. Customer Content and Data

Customers retain ownership of their own business data and content submitted to Nimbus Corporation.

Customers grant Nimbus Corporation the limited rights necessary to:

• Host the data;
• Process the data;
• Back up the data;
• Transmit the data;
• Display the data through the service;
• Provide technical support; and
• Operate, maintain and secure the service.

Nimbus Corporation will not use customer business data for unrelated commercial purposes except where permitted by the applicable agreement or law.

12. Customer Responsibilities

Customers are responsible for:

• Their own network;
• Internet connectivity;
• End-user devices;
• Credentials;
• Configuration decisions;
• Data entered into the platform;
• User permissions;
• Third-party services connected to their account;
• Regulatory obligations applicable to their own business; and
• Maintaining appropriate backups where the selected service does not include managed backups.

Nimbus Corporation does not assume the customer's regulatory obligations merely because Nimbus software is used by that customer.

13. Service Availability

Nimbus Corporation will make commercially reasonable efforts to keep its services available.

However, uninterrupted or error-free operation cannot be guaranteed in every circumstance.

Service interruptions may occur because of:

• Planned maintenance;
• Emergency maintenance;
• Infrastructure failures;
• Internet or network failures;
• Third-party provider failures;
• Cybersecurity incidents;
• Force majeure events;
• Customer configuration;
• Customer infrastructure; or
• Other circumstances outside Nimbus Corporation's reasonable control.

Enterprise customers may receive separate service-level commitments under a written agreement.

14. Updates and Changes

Nimbus Corporation may update, modify or improve its software from time to time.

Updates may include:

• Security fixes;
• Bug fixes;
• Performance improvements;
• New features;
• Interface changes;
• Infrastructure improvements; or
• Changes required for legal or technical reasons.

Where a change materially affects a paid service, Nimbus Corporation will make reasonable efforts to provide appropriate notice.

15. Customer-Requested Development

Custom development, integrations and customer-specific features may be provided under separate quotations or statements of work.

Unless otherwise agreed in writing:

• Development fees are separate from recurring SaaS fees;
• Development timelines are estimates;
• Acceptance criteria may be specified separately;
• Third-party costs may be charged separately; and
• Custom development does not automatically transfer ownership of Nimbus Corporation's underlying platform, framework or reusable components.

Ownership of specifically commissioned intellectual property will be governed by the applicable written agreement.

16. Suspension

Nimbus Corporation may suspend or restrict services where reasonably necessary due to:

• Non-payment, after a reminder and a grace period of 7 days from the due date;
• Security threats;
• Abuse;
• Illegal activity;
• Material breach of these Terms;
• Excessive or abnormal usage;
• Risk to other customers;
• Regulatory or legal requirements; or
• Emergency operational circumstances.

Where reasonably practicable, Nimbus Corporation will provide notice and an opportunity to remedy the issue.

17. Termination

Either party may terminate a service in accordance with the applicable subscription or service agreement.

Nimbus Corporation may terminate or suspend access for material breach where the breach is not remedied within a reasonable period after notice, unless immediate action is required for security, legal or operational reasons.

Upon termination:

• Access to the applicable service may cease;
• Outstanding amounts become payable;
• Customer data will be handled in accordance with the applicable agreement and Privacy Policy; and
• Certain provisions of these Terms will continue to apply, including intellectual property, confidentiality, limitation of liability and dispute provisions.

18. Disclaimer

To the maximum extent permitted by law, Nimbus Corporation provides its services on an "as available" and "as reasonably provided" basis.

Nimbus Corporation does not guarantee that:

• The service will always be uninterrupted;
• The service will be completely error-free;
• Every feature will meet every customer's particular requirement; or
• Third-party services will remain available.

Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded under applicable law.

19. Limitation of Liability

To the maximum extent permitted by applicable law, Nimbus Corporation will not be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of business, loss of anticipated savings or loss of goodwill arising from use of the services.

Subject to applicable law and unless otherwise agreed in a written enterprise agreement, Nimbus Corporation's aggregate liability arising from a particular paid service will not exceed the fees actually paid by the customer to Nimbus Corporation for that service during the twelve months immediately preceding the event giving rise to the claim.

This limitation does not apply to liabilities that cannot lawfully be limited.

20. Indemnification

To the extent permitted by law, the customer agrees to indemnify and hold Nimbus Corporation harmless from claims, losses, liabilities and expenses arising from:

• The customer's unlawful use of the service;
• Violation of these Terms;
• Unauthorized use of the platform;
• Customer-provided content or data;
• Violation of third-party rights; or
• The customer's failure to comply with applicable laws.

The scope of indemnification may be modified by a separate enterprise agreement.

21. Confidentiality

Each party may receive confidential information from the other.

Each party agrees to use reasonable measures to protect confidential information and use it only for legitimate business purposes.

Confidential information does not include information that:

• Is publicly available;
• Was already lawfully known;
• Is independently developed; or
• Must be disclosed under law or lawful governmental authority.

22. Confidentiality of Customer Information

Nimbus Corporation will use reasonable measures to protect customer information and will not intentionally disclose confidential customer information to unrelated third parties except:

• With customer authorization;
• To service providers necessary to provide the service;
• Where required by law;
• To protect security or legal rights; or
• As otherwise permitted by the applicable agreement.

23. Privacy

Use of personal information is governed by the Nimbus Corporation Privacy Policy.

The Privacy Policy forms part of these Terms.

24. Changes to These Terms

Nimbus Corporation may update these Terms from time to time.

The updated version will be published on the website with a revised "Last Updated" date.

Material changes affecting existing customers will be communicated through reasonable means where appropriate.

25. Force Majeure

Nimbus Corporation will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, governmental action, internet failures, infrastructure failures, cyber incidents, power failures, strikes or failures of third-party service providers.

26. Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of India.

Subject to applicable law, disputes arising from or relating to these Terms shall be subject to the jurisdiction of the competent courts at Vadodara, Gujarat, India.

27. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to remain in effect.

28. Entire Agreement

These Terms, together with applicable order forms, subscription agreements, service agreements, proposals and other written agreements, constitute the agreement governing the relevant service.

Where there is a conflict, the specific written agreement applicable to the service will prevail to the extent of that conflict.

29. Contact

For questions regarding these Terms:

Nimbus Corporation
B/52 Ghanshyam Nagar 1,
Nr. Geet Bungalow, Manjalpur GIDC Rd,
Vadodara - 390011, Gujarat, India

Email: hi@nimbuscorp.co.in