• Authorized Use and Prohibitions: Subject to the explicit terms and conditions delineated within this TOS, your access and utilization of the Service are strictly limited to your internal business operations, as specifically intended by this Agreement. You are prohibited from: (a) licensing, sublicensing, selling, reselling, leasing, renting, transferring, assigning, distributing, time-sharing, or otherwise commercially exploiting or providing the Service to any third party, beyond what is expressly authorized herein; (b) processing data through the Service on behalf of any external entity; or (c) engaging with the Service in any unlawful manner or in any way that impedes or compromises its operational integrity or performance, including its constituent components.
• Competitive Restrictions on Access: Access to the Services by any entity identified as a direct competitor of Salestrip is expressly disallowed, absent the express prior written consent of Salestrip. Furthermore, you shall not access the Services for the purpose of monitoring their availability, performance metrics, or inherent functionality, nor for any benchmarking or other competitive intelligence gathering objectives.
• Service Consumption Limits: The Services are subject to specific usage constraints: (a) the number of authorized Users accessing the services shall not exceed the quantity stipulated in the Agreement; (b) a User’s designated password is non-transferable and may not be shared with any other individual; and (c) a User identification may be reallocated to a new individual who assumes the role of a departing user, thereby no longer requiring ongoing Service access. Exceeding any stipulated contractual usage limitation will trigger an invoice for such excess, payable in accordance with the agreement.
• Customer Responsibilities: You are primarily responsible for: (a) ensuring all Users comply with the provisions of this Agreement; (b) the accuracy, quality, and legal provenance of Your Data, as well as the means by which it was acquired; (c) applying commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notifying Salestrip of any such unauthorized access or use; and (d) operating the Services exclusively in conformity with the provided Documentation and all applicable governmental laws and regulations.
• Data Ownership and Retention Policy: All data generated or transmitted by You and residing on Salestrip’s servers as part of the Service shall at all times remain your sole property. Upon the expiration or formal termination of this Agreement for any cause, Salestrip will facilitate the export or download of Your Data, as detailed in the Documentation. Salestrip explicitly disclaims any obligation to retain or furnish Your data beyond fifteen (15) days subsequent to the Termination of this agreement.
• Account Management and Content Liability: All information, data, textual content, messages, or other materials that you transmit or post via the Service fall under your sole responsibility. You are accountable for maintaining the confidentiality of your login credentials and account, bearing full responsibility for all activities conducted under your login or account. Salestrip retains the right to access any or all of your accounts to address your requests for technical support.
• Data Security, Confidentiality, and Access: Salestrip shall implement commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of your data. In providing the Services, Salestrip shall not: (a) alter Customer’s Data; (b) divulge Customer’s Data except when compelled by legal or regulatory process, or as explicitly permitted herein, or otherwise, with Customer's express written consent; or (c) access Customer’s Data except for the purpose of delivering the Services, preventing or resolving service or technical issues, or at Customer’s specific request concerning support matters.
• Salestrip's Proprietary Rights: Except for the restricted right to access and utilize the Service explicitly conferred upon You under this TOS, all intellectual property rights, title, and interest in and to the Service and its constituent components shall remain exclusively vested in Salestrip. You shall not modify, adapt, or manipulate the Service in a manner that falsely implies any endorsement or affiliation with Salestrip, nor shall you attempt to gain unauthorized entry to the Service or its interconnected systems or networks.
• Technical Processing and Transmission Acknowledgement: You understand that the technical processing and transmission of the Service, including your content, may necessitate: (a) transmissions across diverse network infrastructures; (b) modifications to conform and adapt to the technical requirements of connecting networks or devices; and (c) transmission to Salestrip’s designated hosting partners to provide the essential hardware, software, networking, storage, and related technological infrastructure required for Service operation and maintenance.
• Non-Waiver and Entire Agreement: The forbearance of Salestrip to exercise or enforce any right or provision of this TOS shall not be construed as a waiver of that right. You acknowledge that this TOS represents a legally enforceable contract between you and Salestrip, notwithstanding its electronic nature and the absence of physical signatures from both parties. This document governs your usage of the Service and supersedes all prior or contemporaneous agreements, whether oral or written, between you and Salestrip concerning the Service.

• Service Fees: You are obligated to settle all fees as specified in the Agreement (Quotations or Agreed Proposals may serve as the Agreement). Unless otherwise expressly stated herein or in an Order Form: (i) all fees are predicated on the Services procured; and (ii) payment obligations are non-cancelable, and any fees tendered are non-refundable.
• Invoicing Protocols and Payment: You shall furnish Salestrip with a duly executed Agreement and accurate, current credit card information, or a valid purchase order or other comparable document deemed acceptable by Salestrip. By providing credit card information to Salestrip, you authorize Salestrip to charge such credit card for all Purchased Services and any subsequent renewal term(s) as outlined in Section 3.1. Such charges will be applied either annually or in accordance with the billing frequency stipulated in the relevant Agreement. If the Agreement specifies a payment method other than a credit card, Salestrip will issue invoices in advance and otherwise consistent with the pertinent Agreement. Unless the Agreement dictates otherwise, invoiced charges are due immediately upon receipt. You are solely responsible for furnishing Salestrip with complete and precise billing and contact information and for promptly advising Salestrip of any changes thereto.
• Delinquent Charges: Should any amount owed by You under this or any other agreement for Salestrip’s services become thirty (30) or more days past due (or ten (10) or more days overdue in instances where you have authorized Us to charge your credit card), Salestrip may, without prejudice to its other rights and remedies, temporarily suspend services to you until such outstanding amounts are fully settled.
• Prospective Functionality Clause: You acknowledge that your decision to purchase is not conditional upon the future delivery of any specific functionality or features, nor is it dependent on any verbal or written public declarations made by Salestrip regarding prospective functionality or features.

• Agreement Period and Automatic Renewal: This Agreement commences on the date the Customer signs the Order Form and shall persist for an initial period of two (2) years (the "Initial Term"). Following the expiration of an Initial Term, this Agreement shall automatically extend for successive one (1) year periods (each, a "Renewal Term"), subject to any mutually agreed-upon adjustments, unless either party provides written notification of its intent not to renew at least sixty (60) days prior to the conclusion of the Initial Term or the then-current Renewal Term. Remittance for the Renewal Term must be completed by you prior to the expiration of the current Term. Furthermore, Salestrip retains the right to terminate this Agreement immediately in the event of a material breach by You.
• Salestrip's Discretionary Rights to Service Modification or Termination: Salestrip reserves the right to (i) modify or discontinue, either temporarily or permanently, the Service (or any segment thereof) and (ii) decline any and all current and future use of the Service, suspend or terminate your account (or any portion thereof) or use of the Service, and expunge any of your content within the Service, if Salestrip determines, in its sole discretion, that You have violated the TOS. Salestrip will endeavor to announce on the Site or inform you of any scheduled Service downtime and will make all reasonable efforts to contact you directly via email to issue a warning before any suspension or termination of your account. Any suspected fraudulent, abusive, or illicit activity that may constitute grounds for termination of your Service use may be referred to appropriate law enforcement authorities. Salestrip shall not incur liability to You or any third party for any modification, suspension, or discontinuation of the Service.

• The Service, including the Site, software, and content, along with all server and network infrastructure components, are furnished on an "as is" and "as available" basis, without warranties of any kind, to the fullest extent permitted by applicable law. Salestrip expressly disclaims any and all warranties, whether expressly stated or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Salestrip does not guarantee that the Service will be uninterrupted, timely, secure, error-free, or virus-free, and no information or advice obtained by you from Salestrip or through the Service shall establish any warranty not explicitly stated in this TOS.

• Exclusion of Indirect Damages and Liability Cap: Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Salestrip be held liable to you or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including, without limitation, lost profits, lost sales or business opportunities, lost data, or business interruption. Furthermore, Salestrip's cumulative liability for any direct damages, costs, losses, or liabilities shall not exceed the aggregate monthly service fee paid or payable by you for the one month immediately preceding the occurrence giving rise to the claim for monetary damages. The stipulations of this section serve to apportion the risks under this TOS between the parties, and the parties have relied upon these limitations in their decision to enter into this Agreement.

• The designation "Salestrip" and various logos displayed or utilized in connection with the Service are trademarks belonging to Salestrip. You are permitted to use these trademarks or logos solely for promotional purposes to identify yourself as a customer or authorized user of Salestrip’s products and services, provided you do not attempt to assert ownership of these marks by incorporating any of them into your own names or offerings.

• Scope of Professional Engagements: Professional Services comprise those offerings distinct from the complimentary support. Illustrative examples include, but are not limited to, report development, user training sessions, data remediation, data importation, database configuration, system integration, provision of dedicated support personnel, and system enhancements. Upon your authorization of a Statement of Work (SOW) from Salestrip, You hereby engage Salestrip to render the Services as precisely articulated in each SOW that references this Agreement. Both the Services and each associated SOW are governed by this Agreement. Modifications to the scope of the Services or any SOW are permissible only through a written amendment duly signed by authorized representatives of both parties.
• Acceptance Protocol for Deliverables: Promptly upon Salestrip’s notification of its implementation or completion of a Deliverable, You shall conduct testing and evaluation of each such Deliverable to determine its adherence to the specifications provided in the applicable SOW (the "Acceptance Test"). You may transmit a notice of rejection to Salestrip if a Deliverable fails the Acceptance Test, clearly specifying the aspects of the Deliverable that failed, with sufficient detail to enable Salestrip to replicate such failure. Salestrip shall, at no additional cost to you, promptly rectify such failure and re-deliver the corrected Deliverable to You. In the event that Salestrip does not receive a notice of rejection from You within two (2) business days (or such other period as may be expressly stipulated in the applicable SOW) following delivery of a Deliverable, such Deliverable shall be deemed "Accepted," and the Acceptance Test for such deliverable shall be deemed successfully completed in accordance with any pertinent requirements of the relevant SOW or otherwise.
• Your Responsibilities Pertaining to Professional Services: You shall provide suitable equipment, necessary information, and appropriate site and system access and facilities as are reasonable and necessary to facilitate Salestrip’s performance of the Services, or as specified in the applicable SOW. You acknowledge and agree that Salestrip’s performance is contingent upon and subject to the timely execution of responsibilities by You or third parties, and subject to any assumptions regarding the Services referenced in the applicable SOW. Salestrip shall be entitled to rely upon, and You shall be responsible for, all decisions, instructions, and approvals issued by Your project administrators and other personnel in connection with the Services. You shall secure all necessary consents, licenses, approvals, or permissions to enable Salestrip to perform the Services, with reasonable assistance from Salestrip as You may request.

Governing Legal Framework

• This Agreement and any disputes arising from or in connection with this Agreement shall be construed and governed by the substantive laws of India, without reference to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the courts situated in Chennai for the resolution of any and all disputes arising under or related to this Agreement.

Service Trial Conditions

• Service Trials, whether offered free of charge or on a paid basis, are subject to the terms and conditions outlined in this TOS. Should you opt not to procure Salestrip services at the conclusion of a trial period, Salestrip shall have no obligation to preserve your data beyond the final day of the trial period.

Severability Clause

• In the event that one or more of the provisions within this Agreement are determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby.

Entire Agreement Provision

• This TOS constitutes the complete and exclusive agreement between you and Salestrip, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations pertaining to the Service or any other subject matter addressed by this TOS.