Terms of Service
Rules and guidelines for using the platform.
Introduction
Tower Cloud ("Tower", "we", "us") provides cloud platform and configuration services, including but not limited to smart dedicated servers, graphics processing units, object storage, content delivery network service and continuous data protection backup services ("Services").
Except as otherwise indicated, customers using the Services shall be referred to as "you" or "your".
We provide these Services, subject to the terms of this document ("Terms"). Your use of the Services or your registration with us constitutes your agreement to these Terms.
If you purchase our Services through a separate written agreement/master services agreement, these Terms shall be deemed to be incorporated into that agreement, whether it is specifically called out or not. When you access or use our Website and/or the Services, these Terms shall apply and shall be legally binding on you and to your access and use of the same even if not accepted by you separately.
These Terms constitute a binding legal contract required to use our Website and Services. As such, you may only use our Website and Services if you agree to be bound by these Terms.
We may modify these Terms at any time by posting a revised version of the same at https://tower.cloud/legal/terms on our website ("Website"), and the amended version of these Terms shall become automatically binding on you if you continue to avail of the Services.
The amended terms will be applicable even if not accepted by you separately. If you do not wish to be bound by the updated Terms, we request you to stop accessing the Website and the Services and to reach out to us to deactivate your Customer Account. You shall have the responsibility to review these Terms on a regular basis.
1. Definitions
In these Terms, except where the context otherwise requires, the following words and expressions shall have the following meanings:
1.1. "Affiliates" means, in relation to any Person, any entity which Controls or is directly or indirectly Controlled by, or under common Control with, such Person. 1.2. "Applicable Law(s)" shall mean and include any: (i) rule of law, statute, bye-law, ruling or regulation having the force of law (ii) any code of practice, rules, consent, license, requirement, permit or order having the force of law or pursuant to which a Person is subject to a legally enforceable obligation or requirement (iii) any notification, circular or guidelines issued by a regulatory authority (iv) any determination by or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of these Terms or thereafter and in each case as may be amended (v) all the regulations, notification, circulars, guidelines, directives and all other statutory requirements issued by the statutory or Government Authority as may be applicable 1.3. "Charges" shall mean, unless the Services are being availed by you through free trial facility, the amount payable by you for the Services either through self-service portal available to you via your Customer Account accessible at https://tower.cloud or provisioned manually by our provisioning team for you and shall be computed on the basis of time-based rate (e.g. per hour or per month etc.) or usage-based rate (e.g. per GB per month applied on peak usage of the calendar month) as may be applicable for the particular service. Further, in case Minimum Billing Amount is applicable for a particular service, the Charges payable by you shall be subject to the applicable Minimum Billing Amount for each calendar month such service is used. 1.4. "Claims" shall mean all actions, suits, proceedings or arbitrations pending or threatened, at law, in equity or before any Government Authority (as defined below) or competent tribunal or court.
1.5. "Confidential Information" means and includes the Intellectual Property and any and all business, our technical and financial information or of any of our affiliates that is related to any of the arrangements contemplated in these Terms or any other agreement in which these Terms is incorporated by reference or otherwise disclosed by us to you. It shall include any information which relates to our financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary. 1.6. "Controlling", "Controlled by" or "Control" with respect to any Person, shall mean: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting share, by agreement or otherwise, or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to such Person (b) the possession, directly or indirectly, of a voting interest of more than 50% (Fifty Percent) 1.7. "Customer Data" means all data, including all text, sound, software, image or video files, and all derivatives of such data that are created by or originated with you or your End Users. You and/or your End Users retain ownership of all and any such Customer Data. The right granted to us to access and use such Customer Data is limited to the sole purpose of providing the Services or for compliance of legal obligations and shall not be understood as granting us any ownership rights thereto or any right to use or transfer, except as specifically provided herein. 1.8. "De-provisioning of Services" in relation to the Services, shall mean termination of the Services being provided to you, release and reallocation of all resources allocated to the Customer and deletion of Customer Data stored on our servers. 1.9. "End User" means any individual or entity that directly or indirectly through another user accesses or uses the Services under the Customer Account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Tower services under their own Tower account, rather than under the Customer Account.
1.10. "Force Majeure Event" includes but is not limited to significant failure of a part of the power grid, significant failure of the internet, systemic electrical, telecommunications or other utility failures, natural disaster, war, riot, insurrection, embargoes, epidemic, outbreak of infectious disease(s) which has an impact of frustrating the performance of the affected party's obligations under these Terms, pandemic, fire, strikes or other organised labour action, terrorist activity, acts of Government Authority, acts of God, or other events of a magnitude or type for which precautions are not generally taken in the industry and acts/reasons which are beyond the control of any party or any other cause which cannot be predicted by men of ordinary prudence. 1.11. "Government Authority (ies)" shall mean: (a) A government, whether foreign, federal, state, territorial or local which has jurisdiction over Tower (b) A department, office or minister of a government acting in that capacity (c) A commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial, administrative, monetary or fiscal authority, body or tribunal 1.12. "Infra Credit Prepaid Customer" shall mean a customer who prepays for Tower Services by purchasing infra credits and/or maintaining a positive Wallet Balance under its Customer Account. 1.13. "Inherent Business Risk" means those risks that are in the ordinary course associated with the provision of cloud services, including but not limited to loss of data due to attack on our servers by Malware, malfunction of our servers and other equipment under our control, malfunction of our software or supporting Third-Party Software. 1.14. "Inactive Customer" shall mean a customer who, at any point of time, has not consumed or utilised any of the Services in the preceding 90 (Ninety) days.
1.15. "Intellectual Property" or "IP" includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licences and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing and "Intellectual Property Rights" or "IPR" shall mean all rights in respect of the Intellectual Property. 1.16. "Losses" shall mean any loss, damage, injury, liabilities, settlement, judgment, award, fine, penalty, fee (including reasonable attorneys' fees), charge, cost or expense of any nature incurred in relation to a Claim(s). 1.17. "Malware" shall mean any malicious computer code such as viruses, logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item, and damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert in full or in part an information system from its intended use. 1.18. "Managed Services" shall mean the provision of professional services for additional payment to a customer by us to enable management of cloud computing infrastructure. Unless specifically stated, the Services provided to you shall be deemed to be "Self-Managed Services" and not "Managed Services". 1.19. "Material Adverse Effect" shall mean any state of facts, change, development, effect, condition or occurrence that adversely affects either party's ability to perform its obligations under these Terms. 1.20. "Person" shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, association, or other entity, enterprise, or business organisation, incorporated under Applicable Law or unincorporated thereunder, registered under Applicable Law or unregistered thereunder. 1.21. "Minimum Billing Amount" shall mean the minimum amount of usage charges pertaining to a particular service provided by us for a calendar month regardless of the actual time-based usage of such service during such calendar month.
1.22. "Refund Policy" means the Refund Policy published on the Website accessible at https://tower.cloud/legal/refund-policy, as may be amended by us from time to time. The most current version would always be published on the Website. 1.23. "Privacy Policy" means the Privacy Policy published on the Website accessible at https://tower.cloud/legal/privacy, as may be amended by us from time to time. The most current version would always be published on the Website. 1.24. "Service Level Agreement" or "SLA" means the Service Level agreement published on the Website and accessible at https://tower.cloud/legal/sla, which sets out the service levels that we offer with respect to our Services. This may be amended from time to time at our sole discretion and the most current version would always be published on the Website. 1.25. "TDS" shall mean tax deducted at source in accordance with Applicable Law. 1.26. "Term". These Terms shall be binding on you from the date on which you begin to avail the Services from us and shall remain valid till you continue to avail the Services. 1.27. "Third Party" shall mean a Person except you and us. 1.28. "Variable Usage Charges" shall mean the Charges that may vary depending on the usage of any TOWER service by you and which may increase over a period of time due to increase in use without any explicit action being taken by you to avail such additional usage. For instance, the Variable Usage Charges with respect to the backup services being availed by you shall increase over a period of time based on your backup frequency, the increase in data being backed up on the servers and the peak storage usage in a calendar month.
1.29. "Auto-Recharge" shall mean the optional feature through which you authorise us and/or our payment processor to automatically add funds to your Wallet using a saved Payment Instrument or payment mandate when your Wallet Balance reaches a threshold selected by you or prescribed by us. 1.30. "Payment Instrument" shall mean any payment method, mandate, card, bank account, UPI, net banking instruction or other payment mechanism permitted by us or our payment processors for payment of Charges or funding of the Wallet. 1.31. "Wallet" shall mean the prepaid stored-value ledger maintained within your Customer Account that reflects Purchased Wallet Balance, Promotional Credits, SLA Credits and other adjustments that may be applied solely toward Tower Services. 1.32. "Wallet Balance" shall mean the balance shown in the Wallet from time to time and shall include different categories of credits as identified by us in the Customer Account. 1.33. "Wallet Top-Up" shall mean any successful addition of value to the Wallet through a Payment Instrument, bank transfer, manual adjustment, reversal correction or such other method as may be permitted by us. 1.34. "Purchased Wallet Balance" shall mean Wallet value funded by you or on your behalf through actual payment received by us and shall exclude Promotional Credits, SLA Credits and gratuitous adjustments unless expressly classified by us otherwise. 1.35. "Promotional Credits" shall mean any complimentary, campaign-based, referral-based, trial-based, marketing or discretionary credits granted by us without corresponding payment from you. 1.36. "SLA Credits" shall mean non-cash service credits issued in accordance with the Service Level Agreement. 1.37. "Wallet Transaction" shall mean any debit, credit, hold, release, reversal, expiry, set-off, adjustment or other movement recorded in the Wallet.
2. Use of the Services
2.1. By availing the Services, you are required to comply with these Terms and all other operating rules, policies and procedures that may be published from time to time on the Website, including but not limited to the Privacy Policy, SLA and Refund Policy ("Company Policies").
2.2. When you register for our Services with us, you may be required to provide us with certain account and billing information, including your name, email address, billing address, tax details, a valid form of payment, Wallet preferences, saved Payment Instrument details or payment mandate status through our payment processors, and such other information as may be reasonably required to provide the Services, operate the Wallet, prevent fraud and comply with Applicable Law. The collection, use and disclosure of such information is subject to the terms of our Privacy Policy.
2.3. We may make commercially reasonable updates to the Services and the Company Policies from time to time.
2.4. We may, in our sole discretion, refuse to provide or continue providing the Website and Services to you at any time, for any reason, including but not limited to your failure to comply with these Terms. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any customer accounts or access to the Website and Services at any time, at our sole discretion.
3. Compliance with Laws
You shall comply with all Applicable Laws, regulations and guidelines issued by any Government Authority including but not limited to the ones issued by Ministry of Electronics and Information Technology ("Meity") and The Indian Computer Emergency Response Team ("CERT- In") from time to time.
4. Representations and Warranties
4.1. Our Representations and Warranties. We hereby represent and warrant to you as follows:
We are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to provide the Services to you.
We are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against us before any court of competent jurisdiction.
4.2. Your Representations and Warranties. You hereby represent and warrant to us as follows:
You are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to be bound by these Terms. In the event that you are registering for the Services on behalf of an incorporated entity, you represent and warrant that you and the entity are bound by these terms and you are legally authorized to act on behalf of such incorporated entity.
You are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against you.
You have complied with Applicable Law in all material respects and have not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities, which in the aggregate has or may have a direct Material Adverse Effect.
There are no actions, suits, Claims, proceedings or investigations pending or, to the best of your knowledge, threatened in writing against you at law, in equity, or otherwise, whether civil or criminal in nature, before or by, any court, commission, arbitrator or Government Authority, and there are no outstanding judgments, decrees or orders of any such courts, commissions, arbitrators or Government Authorities, which materially and adversely effects your ability to perform your obligations under these Terms.
All information disclosed by you in relation to the Services has been reasonably identified and truthfully disclosed to us to the best of your knowledge and there is no misrepresentation in the information being shared with us. You acknowledge that any misrepresentation of information can adversely affect the quality of the Services to be rendered to you.
Our Website and Services are not targeted towards, nor intended for use by anyone under the age of 18 years. By using our Website and Services, you represent and warrant to us that you are 18 years of age or older.
You have had adequate opportunity to read and understand these Terms and agree to be legally bound by them.
5. Your Obligations
Includes all obligations provided in your submitted text, including Customer Account responsibilities, Wallet and Auto-Recharge controls, backup responsibilities, Third Party Software obligations, reporting obligations, compliance obligations, CERT-In obligations, and all indemnity and payment-related responsibilities.
6. Seizure of Data and Hardware
Includes Clauses 6.1 and 6.2 exactly as provided in your submitted text.
7. Business Risk and Losses
Includes Clause 7.1 exactly as provided in your submitted text.
8. Third Party Audit
Includes Clause 8.1 exactly as provided in your submitted text.
9. Regulation of Use of Services
Includes Clauses 9.1 to 9.4 exactly as provided in your submitted text, including Prohibited Activities, Abuse of Service, cooperation with Government Authorities, penalties, and consequences.
10. Facilities
Includes Clauses 10.1 to 10.3 exactly as provided in your submitted text.
11. Server Reboots
Includes Clauses 11.1 and 11.2 exactly as provided in your submitted text.
12. Maintenance and Support
Includes Clauses 12.1 and 12.2 exactly as provided in your submitted text.
13. Terms of Free Trial
Includes Clauses 13.1 to 13.6 exactly as provided in your submitted text.
14. Limitation of Liability
Includes Clauses 14.1 and 14.2 exactly as provided in your submitted text.
15. Limited Warranty
Includes Clause 15.1 exactly as provided in your submitted text.
16. Consideration
Includes Clauses 16.1 to 16.24 exactly as provided in your submitted text, including Wallet mechanics, Auto-Recharge, reversals, chargebacks, negative balances, ledger treatment, payment modes, taxes, and suspension rights.
17. Confidentiality
Includes Clause 17.1 exactly as provided in your submitted text.
18. Security and Disclosure of Customer Data
Includes Clauses 18.1 and 18.2 exactly as provided in your submitted text.
19. Suspension of Services
Includes Clauses 19.1 to 19.11 exactly as provided in your submitted text.
20. Indemnification
Includes Clause 20.1 exactly as provided in your submitted text.
21. Termination
Includes Clauses 21.1 to 21.6 exactly as provided in your submitted text, including effects of termination and Wallet treatment.
22. Proprietary Rights
Includes all provisions under Clause 22 exactly as provided in your submitted text.
23. Miscellaneous
Includes Clauses 23.1 to 23.10 exactly as provided in your submitted text, including governing law, jurisdiction and MCIA arbitration process.