This Protean Cloud Customer Agreement (“Agreement”) contains the terms and conditions that govern Your access to use the Services (as defined below) and is an agreement between the applicable Protean Cloud and/or entity consuming Protean Cloud services (Customers) specified in Definition section (also referred to as “Protean Cloud,” “We,” “Us,” or “Our”) and You or the entity You represent (“You” or “Your”). This Agreement takes effect when You click an “I Accept” button or check box presented with these terms or, if earlier, when You use any of the Services (the “Effective Date”). You represent to Us that You are lawfully able to enter into contracts. If You are entering into this Agreement for an entity, such as the company You work for, You represent to Us that You have legal authority to bind that entity.
means information about You that You provide to Us in connection with the creation or administration of Your Protean Cloud account. Includes names, usernames, phone numbers, email addresses and billing information associated with Your Protean Cloud account.
means an application program interface.
means representation of information, knowledge, facts, concepts, or instructions that are prepared in a formal manner and intended for processing, being processed, or have been processed in a computer system or network. means software (including machine images), data, text, audio, video, or images.
any individual, group, or organization that is recognized by the law as having legal rights and responsibilities.
means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Data, or (b) otherwise accesses or uses the Services under Your account.
means applicable taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
Internet Relay Chat Hosts means computers that act as servers for the Internet Relay Chat network, allowing users to connect and communicate in real-time through channels and private messages.
means a legal contract wherein the owner of intellectual property (the licensor) grants certain rights to another party (the licensee), enabling the licensee to use, or otherwise commercially exploit the intellectual property.
means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees)
means the privacy notice located at https://www.proteancloud.com/privacy (and any successor or related locations designated by us), as may be updated by Us from time to time.
means the Acceptable Use Policy, Privacy Notice, the Service Terms
means all non-public information disclosed by us, our affiliates, business partners, that is designated or identified as confidential. It does not include any information that:
means APIs, WSDLs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs (including credit programs) and any other Data made available by Us and our affiliates related to use of the Services or on the Protean Cloud Website and other related technology. Protean Cloud Data does not include the Services or Third-Party Data.
means Protean Cloud infra hosted on URL https://www.proteancloud.com/ (and any successor or related locations designated by us), as may be updated by Us from time to time.
means Cloud Computing Services as “Protean Cloud” that offers Public Cloud and Virtual Private Cloud (VPC) deployment models, including Infrastructure as a Service, Platform as a Service, Software as a Service, Desktop as a Service, Network as a Service, Storage as a Service, Database as a Service, Edge Computing with 5G Private Network and related Managed Support Services, each of the services made available by Us or our affiliates.
Services do not include Third-Party Data.
means all service level agreements that We offer with respect to the Services on the Protean Cloud infra, as they may be updated by Us from time to time, a separate agreement or addendum to this Agreement that defines the specific service levels, performance metrics, and remedies for service failures related to the Services provided.
means all suggested improvements, non-binding recommendations or advice provided by You towards the Services.
means Data made available to You by any third party on the Protean Cloud infra or in conjunction with the Services.
means the term of this Agreement described in Section 5.1.
means the effective date of termination provided in a notice from one party to the other in accordance with Section 5
means a Web Services Description Language
means Data that You or any End User transfers to Us for storage or hosting by the Services in connection with Your Protean Cloud account. For example, Your Data includes Data that You or any End User stores using Protean Cloud Infra. Your Data does not include Account Information.
1.1 General You may access and use the Services in accordance with this Agreement.
1.2 Third-Party Data Third-Party applications at infrastructure level may be used by You at Your election/discretion. Third-Party applications are governed by the Agreement signed separately between You and the third-party. Protean Cloud shall not have any responsibility of third-party applications and/or services.
1.3 Protean Cloud Security means We will implement reasonable and appropriate security measures designed to help You secure Your Data and systems against accidental or unlawful loss, access or disclosure at Protean Cloud Infra level. Furthermore, security for Your workloads shall be Your responsibility.
1.4 Data Privacy We will not access or use Your Data except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body.
Unless it would violate the law or a binding order of a governmental body:
1.5 Notice of Changes to the Services In case We may change or discontinue any of the Services from time to time, We will provide You at least three months’ prior notice and alternatives before discontinuing a material functionality of a Service.
Protean Cloud will not be obligated to provide such notice under this Section 1.5 if the discontinuation is necessary to
1.6 Notice of Changes to the Service Level Agreements We reserve the right to modify, discontinue, or add Service Level Agreements (SLAs). In the event such changes materially and adversely affect existing SLAs, we shall provide You with at least three (3) months' prior written notice.
2.1 Your Accounts You will comply with the terms of this Agreement and all Protean Cloud, rules and regulations applicable to Your use of the Services. To access the Services, You must have a Protean Cloud account associated with a valid email address and services subscription. Unless explicitly permitted by the Service Terms, You will only create one account per email address. Except to the extent caused by breach of this Agreement,
2.2 Your Data Security You are responsible for Your as well as Your End User’s Data. You will ensure that Your usage of Data Services will not violate any of the Policies or any applicable law.
You are responsible for Security configuration and implementation, of Your systems, application and Your Data, over and above the security provided at Cloud Infrastructure level by Protean.
2.3 Your Data Backup You are responsible to ensure Your Data is available in form of backups, archival, etc., beyond the backup solution provided by Protean Cloud.
2.4 Log-In Credentials and Account Keys You will be responsible for maintaining Your log-in credentials and account keys. You are responsible for any activity carried out using the log-in credentials. You may not sublicense, share, transfer, or assign Your log-in credentials or account keys to any third party, whether affiliated or unaffiliated. You shall not resell Services or connect equipment/services to Protean Cloud facilities without Protean Cloud's prior written approval.
2.5 End Users You are responsible for any activity carried out by Your End User. If You become aware of any violation of Your obligations under this Agreement caused by an End User, You will immediately suspend access to Your Data and the Services by such End User.
2.6 Compliance With Laws, Rules and Regulations You shall ensure compliance of all applicable laws and regulations including without limitation, Indian Telegraph Act, 1885 and Indian Telegraph Rules; Information Technology Act, 2000, Digital Personal Data Protection Act, 2023 and amendments and replacements made there under from time to time; regulations, notifications and guidelines of the Department of Telecommunications and Telecom Regulatory Authority of India and Department of Information Technology, as issued from time to time and such other laws and regulations as may be applicable to You.
2.7 Compliance With Laws, Rules and Regulations You are solely responsible for legal compliance concerning information transmitted/received through your account. You shall adhere to directives from authorities/courts regarding contracted services and legal compliance.
You must comply with all laws concerning data, material, and information during transmission, storage, or presentation. Prohibited actions include violating copyright, disclosing trade secrets, transmitting unsolicited, threatening, or obscene material, and engaging in phishing. Violations may result in legal penalties. You will indemnify Protean Cloud against all costs resulting from Your legal breaches. You should not link to sites with sexually explicit content. Banned content includes but not limited to:
3.1 Service Fees We calculate and bill, fees and charges as per terms agreed with You. You will pay Us the applicable fees and charges for use of the Services as described on the Protean Cloud Website using one of the payment methods we support. All amounts payable by You under this Agreement will be paid to Us without set-off or counterclaim and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Protean Cloud Website, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services, however, these changes will not alter the fees and charges for any existing, unexpired contractual commitments. We may elect to charge You interest at the rate of 2% per month towards late payments.
If we suspend Your account under Section 4.1 or terminate Your use of the Services pursuant to Section 5.2(b)(ii), we may elect to bill You during the suspension period as long as the infrastructure is reserved for You.
3.2 Taxes (a) Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by You are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and You will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from You. You will provide such information to Us as reasonably required to determine whether we are obligated to collect Indirect Taxes from You. We will not collect, and You will not pay, any Indirect Tax for which You furnish Us a properly completed exemption certificate or a direct payment permit certificate for which we can claim an available exemption from such Indirect Tax. All payments made by You to Us under this Agreement will be made free and clear of any deduction or withholding, as required by law. If any such deduction or withholding (including cross-border withholding taxes) is required on any payment, You will pay such additional amounts as are necessary so that the net amount received by Us is equal to the amount then due and payable under this Agreement. We will provide You with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
We will invoice You from our registered office at the address of Your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax.
All fees and charges payable under this Agreement will be exclusive of applicable national, state or local indirect taxes ("Taxes") that Protean Cloud is legally obligated to charge under applicable law.
4.1 Generally We may suspend Your or any End User’s right to access or use any portion or all of the Services immediately upon notice to You if we reasonably determine:
4.2 Effect of Suspension If we suspend Your right to access or use any portion or all of the Services:
5.1 Term The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 5. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 5.2.
5.2 Termination (a) Termination for Convenience. You may terminate this Agreement for any reason by providing Us notice and closing Your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement with a justifiable reason by providing You at least
(b) Termination for Cause.
5.3 Effect of Termination
a) Generally Upon the Termination Date:
b) Post-Termination Unless we terminate Your use of the Services pursuant to Section 5.2(b), during the 30 days following the Termination Date:
For any use of the Services after the Termination Date, the terms of this Agreement will apply and You will pay the applicable fees at the rates under Section 3.
Except as provided in this Section 6, we obtain no rights under this Agreement from You (or Your licensors) to Your Data. You consent to our use of system logs to enable Us in providing smooth functioning of our Services to You and any of Your End Users.
You represent and warrant to Us that: (a) You or Your licensors own all right, title, and interest in and to Your Data and Suggestions; (b) You have all rights in Your Data and suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Data or End Users’ use of Your Data or the Services will violate the Acceptable Use Policy.
Any unauthorized sublicense, sharing, transfer, or assignment is strictly prohibited and will be considered a material breach of this agreement.
The Intellectual Property License applies to Your use of Protean Cloud Data and the Services.
Neither You nor any End User will use the Protean Cloud Data or Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any End User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or Protean Cloud infra or apply any other process or procedure to derive the source code of any software included in the Services or Protean Cloud infra, (b) access or use the Services or Protean Cloud infra in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services provided by Protean Cloud. You will not misrepresent or embellish the relationship between Us and You (including by expressing or implying that we support, sponsor, endorse, or contribute to You or Your business endeavours). You will not imply any relationship or affiliation between Us and You except as expressly permitted by this Agreement.
If You provide any Suggestions to Us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to Us all right, title, and interest in and to the Suggestions and agree to provide Us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning:
(a) Subject to the limitations in this Section 7, Protean Cloud will assist in defending You and Your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights.
(b) Subject to the limitations in this Section 7, You will defend Protean Cloud, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Data infringes or misappropriates that third party’s intellectual property rights.
(c) Neither party will have obligations or liability under this Section 7.2 arising from infringement by combinations of the Services or Your Data, or Systems, as applicable, with any other product, service, software, data, Data or method. In addition, Protean will have no obligations or liability arising from Your or any of Your End User’s use of the Services. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by Us or by You.
(d) For any claim covered by Section 7.2(a), Protean Cloud will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.
The obligations under this Section 7 will apply only if the party seeking defense or indemnity:
In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
The services and protean cloud infrastructure are provided “as is.” Except as expressly provided in this Agreement, Protean Cloud hereby disclaims, to the fullest extent permitted by applicable law, all warranties, whether express, implied, statutory, or otherwise, including but not limited to, warranties of merchantability, fitness for a particular purpose, title, noninfringement, and those arising from course of dealing or usage of trade, regarding the Services or Software, or their error-free or uninterrupted use.
Except for payment obligations under section 7, neither protean cloud nor you, nor any of their affiliates or licensors, will have liability to the other under any cause of action or theory of liability, even if a party has been advised of the possibility of such liability, for (a) indirect, incidental, special, consequential or exemplary damages, (b) the value of Your data, (c) loss of profits, revenues, customers, opportunities, or goodwill, or (d) unavailability of the services or protean cloud data (this does not limit any service credits under service level agreements).
Except for payment obligations under section 7, the aggregate liability under this agreement of either Protean Cloud or you, and any of their respective affiliates or licensors, will not exceed the amounts paid by you to Protean Cloud under this agreement for the services that gave rise to the liability during the 12 months before the liability arose; except that nothing in this section 9 will limit your obligation to pay Protean Cloud for your use of the services pursuant to section 3, or any other payment obligations under this agreement.
We may make commercially reasonable updates to the Services from time to time which may modify this Agreement (including any Policies) at any time by posting a revised version on the Protean Cloud Website or by otherwise notifying You in accordance with Section 11.10. The modified terms will become effective upon posting or, if we notify You by email, as stated in the email message. By continuing to use the Services or Protean Cloud Data after the effective date of any modifications to this Agreement, You agree to be bound by the modified terms. It is Your responsibility to check the Protean Cloud Website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
You will not assign or otherwise transfer this Agreement or any of Your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.1 will be void.
We may assign this Agreement (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Protean Cloud as a party to this Agreement and Protean Cloud is fully released from all of its obligations and duties to perform under this Agreement.
Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
This Agreement incorporates the Policies by reference and is the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.
Except for payment obligations, neither party nor any of their affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, epidemic, pandemic, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws applicable in India. The courts at Mumbai shall have the exclusive jurisdiction to entertain any dispute or suit arising out of or in relation to this Agreement.
Any dispute or claim relating in any way to Your use of the Services, or to any products or services sold or distributed by Protean Cloud will be adjudicated in the Governing Courts, and You consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.
Disputes will be resolved by binding arbitration, rather than in court. Arbitration will be conducted by a panel consisting of three (3) arbitrators, with one (1) nominated by each party and the third chosen by the two (2) arbitrators so nominated. The decision and award will be determined by the majority of the panels and shall be final and binding upon the parties. The arbitration will be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 of India, as may be in force from time to time. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be Mumbai. The cost of the arbitration, including fees and expenses of the arbitrator, shall be shared equally by the parties, unless the award otherwise provides. The courts at Mumbai shall have the exclusive jurisdiction for all arbitral applications. The Parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party. Notwithstanding the foregoing, any party may seek injunctive relief in any court of competent jurisdiction for any actual or alleged infringement of such parties, its affiliates’ or any third party’s intellectual property or other proprietary rights.
In connection with this Agreement, You are solely responsible for compliance related to the manner in which You choose to use the Services or Protean Cloud Data, including Your transfer and processing of Your Data, the provision of Your Data to End Users. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or other applicable government authority.
We and You are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. 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.
All communications and notices made or given pursuant to this Agreement must be in the English language.
You may use Protean Cloud Confidential Information only in connection with Your use of the Services or Protean Cloud Data as permitted under this Agreement. You will not disclose Protean Cloud Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Protean Cloud Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature.
(a) To You. We may provide any notice to You under this Agreement by:
Notices we provide by posting on the Protean Cloud Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is Your responsibility to keep Your email address current.
(b) To Us. To give Us notice under this Agreement, You must contact Protean Cloud by registered or certified mail to the facsimile number or mailing address, as applicable, listed for the applicable Protean Cloud Contracting Party. We may update the contact information for notices to Us by posting a notice on the Protean Cloud Website. Notices provided on registered or certified mail will be effective from following business day after they are sent.
Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
The failure by Us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by Us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
All data processing under this Agreement shall comply with the Digital Personal Data Protection Act, 2023 ("DPDP Act") and all other applicable Indian laws. No personal data may be transferred outside India unless expressly permitted under Section 16 of the DPDP Act, including transfers to jurisdictions not restricted by the Central Government. Any cross-border transfer must be supported by a valid legal basis, such as the data principal's explicit consent, and be protected by contractual and technical safeguards that ensure a level of protection at least equivalent to the DPDP Act. The transferring party remains fully accountable for the data's protection and compliance with any sector-specific localization requirements. Personal data may be shared with regulatory or judicial authorities, within or outside India, only for legal or compliance purposes based on a valid and enforceable order. Such disclosure requires the data principal's prior written consent unless exempted by law. Any breach of this clause constitutes a material breach of this Agreement and may result in penalties under the DPDP Act.
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