This Agreement along with all the annexures, schedules, Order Forms, and privacy policy available at togai.com/privacy-policy/ and togai.com/terms forms a binding contract and governs the use of and access to the Service(s).
Customer and Company will be individually referred to as “Party” and collectively as “Parties”.
Subject to Customer’s compliance with this Agreement and solely during the Subscription Term, Customer shall have the limited, non-exclusive, revocable right to access and use the Service(s) for Customer’s internal business purposes in accordance with the subscription plan as specifically stated in an Order Form.
When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
Account: means any accounts or instances created by the Customer or on the Customer’s behalf for access and use of the Service(s).
API: means the application programming interfaces developed, enabled by or licensed to the Company that permits access to certain functionality provided by the Service(s).
Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by the Company to the Customer or Customer’s Users through the Service(s) or otherwise.
Order Form: means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that the Customer wishes to avail and the Subscription Term.
Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Sensitive Personal Information means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
Service(s): means the Company’s cloud-based metering and billing services offered to the Customer and any new services that the Company may introduce as a service to which the Customer may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, API and any Documentation.
Service Data: means all electronic data, text, messages, emails, personal data or other materials, including without limitation Personal Data of Users and end users, submitted to the Service(s) by the Customer through the Customer’s Account or through integration with Third-party Service(s) in connection with Customer’s use of the Service(s).
Software: means software provided by the Company (either by download or access through the internet) that allows the Customer to use any functionality in connection with the Service(s).
Subscription Term: means the period during which Customer has agreed to subscribe to the Service(s) specified in the subscription plan or in a relevant Order Form
Third-party Service(s) shall mean third-party application(s) or service(s) integrating with the Service(s) through APIs or otherwise enabled through the Service(s) which requires the Customer to have Customer’s own accounts with such third-party application(s) or service(s) in order to utilize them.
User: means those who are designated users within the Service(s), including an Account administrator, agents and other designated users.
Website(s) shall mean the websites owned and operated by the Company including togai.com.