This page contains the Terms and Conditions governing your use of the www.itechsaas.com website and its services. Please read this page carefully. By submitting the enquiry form or by hiring any resource from ITech Saas, the client agrees to accept the following terms and conditions.
Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use this service.
ITech Saas provides individual remote workers including remote designers ("Resources"):
Effect of Termination: ITech Saas will cease charging Customer for any new Service Fees after termination of this Agreement. Unless otherwise specified in writing by ITech Saas, Customer will not receive any refund for payments made. If termination of this Agreement is due to Customer default hereunder, Customer shall bear all costs of such termination, including any reasonable collection costs or costs that ITech Saas incurs in closing Customer account. Upon termination, Customer shall destroy any copy of the materials licensed to Customer hereunder. Customer agrees that upon termination or discontinuance for any reason, ITech Saas may delete all information related to Customer on the ITech Saas Tools, if applicable. In addition to the terms set forth herein, certain ITech Saas services may have additional terms regarding termination, which are set forth in the Resource Assignment Email.
Each party shall maintain confidentiality and does not disclose to any third party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information,
That at the time of disclosure, Publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section,
That is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto,
That is or has been independently acquired or developed by such party, or
To the minimum extent possible, as required by court order or as otherwise required by law, on condition that notice of such requirement by law or judgment for such disclosure is given to the other party prior to making any such use or disclosure.
ITech Saas agrees that its employees and contractors working on Customer assignments have signed or will sign a non-disclosure agreement requiring at least the level of confidentiality specified above.
Customer shall retain ownership of all data, software applications, tools, other intellectual property, etc. ("Customer Materials") supplied for use under this Agreement. Customer warrants that it either owns or has a valid license to use or have used Customer Materials provided to ITech Saas for use in performing services for Customer and grants a license to use such Customer Materials. ITech Saas agrees to restrict the use of Customer Materials to employees and contractors performing services for Customer and to return all Customer Materials upon request or completion of the assignment.
Upon receipt of payment for the services provided, Customer shall own the software developed by ITech Saas for Customer under this Agreement ("Work Product"). ITech Saas agrees to perform, during and after performance of services, all acts deemed necessary or desirable by Customer, at Customer's expense based on ITech Saas' standard billing rates in effect at the time, to perfect and enforce the full benefits, enjoyment, rights and title throughout the world in the Work Product. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings. In the event that Customer is unable for any reason whatsoever to secure ITech Saas' or engineer's signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), ITech Saas hereby irrevocably appoints Customer and its duly authorized officers and agents as its agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by ITech Saas.
ITech Saas agrees that its employees and contractors working on Customer assignments have signed or will sign an agreement requiring at least the level of assistance specified above and agreeing that ownership of such Work Product transfers to Customer.
Notwithstanding anything to the contrary in this Agreement, ITech Saas shall not be prohibited or enjoined at any time by Customer from utilizing any "skills or knowledge of a general nature" acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, "skills or knowledge of a general nature" shall include, without limitation, anything that might reasonably be learned or acquired on Customer assignment that could be used on similar work performed for other clients.
Each party shall indemnify and hold harmless the other party (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred as a result of any claim, judgment, or adjudication arising from a claim that use of that party's software, or its use of third party software, infringes upon the intellectual property rights of a third party. To qualify for such defence and payment, the party must:
Give the other party prompt written notice of a claim; and
Allow that party to control, and fully cooperate with it, in the defence and all related negotiations.
ITech Saas will use reasonable commercial efforts to provide the professional services as set forth in the Resource Assignment Email in accordance with this Agreement, and that the services will be performed in a workman like fashion. Customer understands that there may be occasions when an assigned engineer becomes unavailable either temporarily or permanently. ITech Saas's responsibility in such cases is to provide a comparable replacement Resource.
Limitation of Remedies: ITech Saas's entire liability and exclusive remedy in any cause of action based on contract, tort or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid by Customer to ITech Saas. No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the occurrence of the event giving rise to such cause of action.
NEITHER ITECH SAAS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICES SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE DEVELOPED FOR CLIENT EVEN IF ITECH SAAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Should any provision here of be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of this Agreement.
This Agreement, including the Customer Account information and Resource Assignment Email(s), sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties. Any notices in connection with this Agreement must be in writing and sent by first class mail or equivalent, confirmed facsimile or major commercial rapid delivery courier service for Customer to the address specified in the Customer Account or such other address as may be properly specified in a subsequent written notice.
For all purposes under this Agreement, each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. ITech Saas will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any.
During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees or contractors of ITech Saas without the prior written consent of ITech Saas
Neither party shall have the right to assign this Agreement to another party except that ITech Saas may assign its rights and obligations to a successor to substantially all its relevant assets or business.
This contract and any dispute arising hereunder shall be governed by the laws of India without regard to principles on conflicts of laws.
The parties irrevocably submit to the exclusive jurisdiction of the courts of India for the purpose of hearing and determining any suit, action or proceedings or settling any disputes arising out of or in connection with this agreement and for the purpose of enforcement or any judgment against their respective assets.
The Contracts (Right of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
By applying for ITech Saas through ITech Saas online signup process or otherwise, or by using the service(s) provided by ITech Saas under this Agreement, Customer acknowledges that Customer has read and agrees to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
Neither party undertakes any responsibility if it is prevented from performing its obligation due to sickness, accident, death of its employees or Consultants or any other cause beyond the control of such party.