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Subscription and Hosted Services Agreement

This Subscription and Hosted Services Agreement (the "Agreement") is entered into by and between Niel Hirjee doing business as Calport Technologies (hereinafter referred to as the "Provider"), and the entity or individual subscribing to the services (hereinafter referred to as the "Client").

1.1. Scope of Services

The Provider agrees to furnish the Client with web hosting services and/or managed services for web applications operating under the Indiax brand (collectively, the "Services"), subject to the terms and conditions set forth in this Agreement.

1.2. Subscription Fees and Payment

  •  Monthly Subscription: The Services are provided on a month-to-month subscription basis. The Client agrees to pay the agreed-upon monthly subscription fee in advance of the service month.
  •  Non-Payment and Data Deletion: Failure to pay the subscription fee may result in immediate suspension or termination of the Services. In the event of an account suspension for non-payment, the Provider reserves the right to permanently delete all of the Client's data after a period of thirty (30) days from the suspension date, completely releasing the Provider from any liability related to such data loss.

1.3. Service Availability and Deficiency of Service

  • Reasonable Efforts: The Provider will use commercially reasonable efforts to ensure the Services are available and operational. However, the Provider does not guarantee uninterrupted or error-free operation.
  •  Maintenance Windows: Routine and emergency maintenance required to secure, update, and operate the infrastructure do not constitute "downtime" or a "deficiency of service" under this Agreement.
  •  Exclusive Remedy for Deficiency: In the event of a material deficiency in the Service, prolonged downtime, or failure to deliver the Services as described, the Client’s sole and exclusive remedy shall be a credit or refund of the subscription fee paid for the specific month in which the deficiency occurred.

1.4. Data Protection, Loss, and Security

  •  Security Measures: The Provider implements industry-standard security measures to protect the Client's data hosted on Indiax applications or Calport Technologies servers.
  •  No Guarantee of Absolute Security: The Client acknowledges that no hosted service is completely secure from unauthorized access, hacking, theft, or data corruption.
  •  Exclusive Remedy for Data Loss or Theft: If the Client experiences any loss, corruption, unauthorized access, or theft of data due to a breach, hardware failure, or any other reason, the Provider’s sole liability, and the Client’s sole and exclusive remedy, shall be limited entirely to the refund of the monthly subscription fee paid for the month in which the incident occurred.

1.5. Absolute Limitation of Liability

This section fundamentally limits the Provider’s financial exposure. The Client explicitly agrees to these terms by using the Services.

  • Cap on Damages: Under no circumstances whatsoever shall the total, aggregate liability of Niel Hirjee, Calport Technologies, or the Indiax brand to the Client for any claims, damages, losses, or causes of action exceed the total amount of the monthly subscription fee paid by the Client in the single billing month immediately preceding the event giving rise to the claim.
  • Waiver of Consequential Damages: IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES. This absolute waiver includes, but is not limited to:
       * Loss of anticipated profits or revenue.
       * Loss of business opportunities or goodwill.
       * Costs incurred to recreate lost or stolen data.
       * Business interruption costs.
       * Third-party claims against the Client.

1.6. Client Responsibilities

  •  Data Backups: While the Provider may perform routine system backups, the Client is strictly responsible for maintaining independent, off-site backups of all critical data, user information, and content.
  •  Acceptable Use: The Client agrees not to use the Services for any unlawful activities, hosting malicious code, or transmitting spam.

1.7. Platform-Specific Operations

  •  Telecommunications and Call Recording Compliance: The Client acknowledges that the Services include communication tools, including an integrated dialer and automated call recording capabilities. The Client is solely and exclusively responsible for complying with all applicable local, state, and national telecommunications laws. In India, this includes, but is not limited to, the Telecom Regulatory Authority of India (TRAI) guidelines regarding telemarketing and strict adherence to the National Customer Preference Register (NCPR/DND). The Client assumes full and absolute legal responsibility for obtaining necessary and legally valid consent from all call participants prior to utilizing the automated call recording integration. The Provider acts merely as the technology facilitator and explicitly disclaims any liability arising from the Client's failure to obtain such consent or their violation of any wiretapping or privacy laws.
  •  Third-Party Services and API Reliance: The Services interoperate with and rely upon third-party platforms and Application Programming Interfaces (APIs), including but not limited to Google OAuth for the two-way contacts sync engine, Meta/WhatsApp for direct communication links, and external AI services for reconnaissance queries. The Provider does not control these third-party services. The Provider shall not be liable for any service interruption, degradation of functionality, data loss, or inability to use certain features resulting from policy changes, API deprecations, rate limits, access revocations, or infrastructure outages implemented by these third-party providers. The failure or suspension of a third-party integration shall not constitute a "deficiency of service" under Section 3 of this Agreement and does not entitle the Client to a refund.
  •  Prohibition of Unsolicited Commercial Communication (Spam): The Client is strictly prohibited from utilizing the Services—specifically including the automated proposal generation engine and the direct WhatsApp and email communication links—to transmit Unsolicited Commercial Communication (UCC), spam, or any messaging that violates the terms of service of the respective communication providers. The Provider reserves the right to immediately suspend the Client's access to the Services without refund if the Client is found to be engaging in spam or abusive outreach. Furthermore, the Client shall bear full financial and legal responsibility for, and agrees to indemnify the Provider against, any penalties, fines, lawsuits, or account suspensions levied by telecom operators, Internet Service Providers (ISPs), or platforms (such as Meta/WhatsApp) resulting from the Client's outreach activities.

1.8. Data Ownership, Privacy, and DPDP Act Compliance

  • Data Ownership: As between the parties, the Client retains all right, title, and interest—including all intellectual property rights—in and to all data, text, images, databases, and other content uploaded, submitted, or hosted by the Client through the Services (collectively, the "Client Data").
  • License to Host: The Client grants the Provider a non-exclusive, worldwide, royalty-free, and limited license to host, copy, transmit, process, and display the Client Data strictly as necessary for the Provider to deliver, maintain, and secure the Services. The Provider claims no ownership over the Client Data and shall not use the Client Data for any purpose other than providing the Services outlined in this Agreement.
  • Privacy and Data Protection: In accordance with the Digital Personal Data Protection Act, 2023 (DPDP Act) and applicable Indian privacy laws, the parties acknowledge that regarding any personal data processed through the Services, the Client acts as the "Data Fiduciary" (determining the purpose and means of processing) and the Provider acts strictly as the "Data Processor."
  • Data Fiduciary Responsibilities: The Client is solely and exclusively responsible for fulfilling all obligations of a Data Fiduciary, including obtaining verifiable and lawful consent from all Data Principals (end-users) before collecting, storing, or processing their personal data on the Provider's servers. The Provider shall process personal data only on the documented instructions of the Client (as executed through the use of the Services) and assumes no liability for the Client's failure to acquire proper legal consent or maintain lawful data collection practices.

1.9. Indemnification

The Client assumes full responsibility for the legality, accuracy, and intellectual property clearance of all Client Data hosted on the Provider's infrastructure. The Client agrees to indemnify, defend, and hold harmless Niel Hirjee, Calport Technologies, and its affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:

  •  The Client's use or misuse of the Services.
  •  The nature and content of the data the Client stores on the Provider's servers.
  •  Any breach of this Agreement by the Client.
  •  Any third-party claims alleging that the Client Data, or the Client's use of the Services, infringes upon, misappropriates, or violates any third party's copyrights, trademarks, patents, trade secrets, or other intellectual property rights.

10. Termination

  • By the Client: The Client may cancel their monthly subscription at any time prior to the start of the next billing cycle.
  • By the Provider: The Provider reserves the right to terminate or suspend the Services at any time, with or without cause, by providing notice to the Client. If terminated without cause, the Provider will refund a prorated portion of the current month's subscription fee.
  • Data Retention Upon Termination: Upon termination of this Agreement by either party, the Provider has no obligation to retain Client Data and may permanently delete it immediately upon the end of the final billing cycle.

11. General Provisions

  • Force Majeure: The Provider shall not be liable for any delay, failure to perform, downtime, or deficiency in the Services resulting from causes or circumstances beyond its reasonable control. This includes, but is not limited to: acts of God, natural disasters, government mandates or actions, local or national internet shutdowns, telecommunications or internet backbone failures, power outages, catastrophic hardware failures, third-party infrastructure or cloud provider outages, severe cyber-attacks (such as distributed denial-of-service attacks), acts of terrorism, war, or labor strikes.
  • Severability: If any provision of this Agreement—specifically including, but not limited to, the Limitation of Liability and Exclusive Remedy clauses—is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified by the court to the minimum extent necessary to make it enforceable while preserving the original intent of the parties. If modification is not possible, the invalid provision shall be severed from this Agreement. The invalidity or unenforceability of any single provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
  • Entire Agreement: This Agreement constitutes the complete, final, and exclusive understanding between the Provider and the Client regarding the Services. It completely supersedes and replaces all prior or contemporaneous agreements, understandings, proposals, negotiations, and communications, whether written or verbal, regarding the subject matter herein. The Client acknowledges that they are not relying on any verbal assurances, marketing materials, or informal communications outside of this written Agreement.
  • Modification of Terms: The Provider reserves the right to modify, amend, or update the terms of this Agreement, including subscription fees and acceptable use policies, at any time. The Provider will provide the Client with at least thirty (30) days' written notice (via email or a formal notification within the platform) prior to any material changes taking effect. The Client's continued use of the Services after the effective date of the modified Agreement shall constitute the Client's explicit consent and binding acceptance of the updated terms. If the Client does not agree to the modifications, their sole remedy is to terminate the subscription prior to the changes taking effect.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Kolkata, West Bengal.