Terms of Use

Penstack Solutions Private Limited, is a company duly incorporated under the provisions of the Companies Act 2013, having its registered office at Room No.5, No.1E, Hootagally, Industrial Area, Mysore, Karnataka - 570018 (“PSPL”, “us”, or “we”). We own and operate the website available at https://www.sailjump.com/ (“Website”) and associated services. The Hosted Services are wholly owned, managed and operated by us.

Please read these Terms of Services carefully before using the Hosted Services. The Hosted Services offered by us are made available to you in accordance with these terms and conditions, and any other rules posted on Website (collectively, the “Terms of Use”). By using the Hosted Services or any part of it, and any related service in any way, you (the “Customer”, “you”, “yours”, “yourself”) agree to be bound by the Terms of Use, which constitute an agreement between you and us, and you warrant that you have the capacity and ability to agree to the Terms of Use and to carry out your obligations as set out in the Terms of Use. All defined terms used herein shall be defined in Section 12, the Order Form, or the Privacy Policy.

If you do not accept and agree to be bound by the Terms of Use, you must not access or use the Hosted Services. You agree that the electronic format of the Terms of Use does not in any way affect their validity or enforceability and you agree that we may communicate with you electronically for all aspects of your use of the Hosted Services. We reserve the right to only accept registration of or provide our Hosted Services to those over the age of 18 years. If you are under 18 years of age, you must let your parent or guardian know about these Terms of Use, before you access or use the Hosted Services. We may modify the Terms of Use from time to time (effective immediately), so please check back often. If you do not agree to any change to the Terms of Use, then you must immediately stop using the Hosted Services. Your continued use of any of the Hosted Services signifies your agreement to and is deemed your acceptance of our modified Terms of Use.

1. Other Applicable terms. These following additional terms also apply to your use of the Hosted Services:

  • a) Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Hosted Services, you consent to such processing and you warrant that all data provided by you is accurate.
  • b) Our Cookie Policy, which sets out information about the cookies we collect.
  • c) If you purchase any other services from us, our conditions of sale will also apply.

2. Definitions and Construction. Capitalized terms in this Terms of Use have the meanings indicated in Section 12 unless the context otherwise requires.

3. Hosted Services; Product.

  • 3.1 PSPL will make the Hosted Services available to Customer and its Users pursuant to this Terms of Use. Customer agrees that its purchases and subscription under this Terms of Use are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by PSPL regarding future functionality or features. Customer will be responsible for Users’ compliance with this Terms of Use.
  • 3.2 Customer will not: (a) sub-license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Hosted Services available to any third party other than Users for Customer’s internal purposes; (b) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security of any part of the Hosted Services for any purpose; (c) access or use the Hosted Services in order to build a similar or competitive product or Hosted Services; (d) disclose any review of the Hosted Services to any third party without PSPL’s prior written approval; (e) use any e-mail addresses and other customer contact information provided on the Hosted Services for marketing or advertising purposes; or (f) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information. Except as expressly stated in this Terms of Use, no part of the Hosted Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means to, including electronic, mechanical, photocopying, recording, or other means. Customer will make every reasonable effort to prevent unauthorized third parties from accessing the Hosted Services, and notify PSPL promptly of any such unauthorized access or use.
  • 3.3 Hosted Services may require or allow Users to download software from PSPL or its licensors onto Users’ smartphone, tablet, computer or other device. PSPL grants to Customer and its Users a non-exclusive, limited license to use the Product solely for the purpose stated by PSPL at the time Product is made available to Users. If an end user license agreement is provided with the Product, Customer’s and the Users’ use of that Product are subject to the terms of that license agreement. From time to time, PSPL may provide Customer and Users with updates or modifications to Product, which shall be owned by PSPL or its licensor. Customer understands that PSPL’s introduction of various technologies may not be consistent across all Products and that the performance of Product and related Hosted Services may vary depending on each User’s computer and other equipment. PSPL understands that certain updates and modifications may be required in order to continue use the Product and Hosted Services.
  • 3.4 To enable Customer and Customer’s Users to access the Hosted Services, PSPL will provide Customer with access credentials. Customer will not provide or disclose its access credentials to any third party other than the applicable User (an “Unauthorized Third party”) and will be solely responsible for maintaining the strict confidentiality of its access credentials at all times, provided that Customer may obtain access credentials for a particular User and provide those access credential to that User, either directly or through the Hosted Services. Customer will use only its access credentials and not the access credentials of any third party. Customer will notify PSPL immediately of any use of Customer’s access credentials by any Unauthorized Third party. PSPL will have no liability for any use of the Hosted Services or for any loss that Customer incurs as a result of any third party’s use of Customer’s access credentials, whether with or without Customer’s knowledge or consent. Customer will be liable for any losses incurred by PSPL or its affiliates due to third-party use of Customer’s access credentials.
  • 3.5 Hosted Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage.

4. Ownership.

  • 4.1 PSPL shall be sole owner of all works of authorship, inventions, and other Intellectual Property Rights such as discoveries, improvements, methods, processes, formulas, designs, techniques, trade secrets, computer programs, software, technology, the Hosted Services, applications, data, databases, materials, documents, and information of every kind and description, and any Intellectual Property Right conceived, discovered, developed, controlled, or otherwise made by the Provider, either solely or in collaboration with others, prior to the Effective Date of the Agreement (“Pre-Existing IP”). Furthermore, any updates, enhancements, modifications, or upgrades made to such Pre-Existing IP (“Improvements”) during the course of performing the Services shall also remain the exclusive property of PSPL.
  • 4.2 As between the parties, PSPL will own and retain all right, title and interest in and to the Hosted Services and Product, including all Intellectual Property Rights. No rights are granted to Customer under this Terms of Use other than as expressly set forth in the Terms of Use. As between the parties, Customer will own all right, title and interest in and to any Customer Data. Customer grants to PSPL the non-exclusive, irrevocable, sublicensable, worldwide right to copy, adapt, transmit, communicate, display, distribute and create compilations and derivative works of the Customer Data and content delivered by Customer to PSPL (“Customer Content”) for the purpose of providing the Hosted Services and to improve or enhance the Hosted Services. This license includes use of Customer Data to compile, use and disclose anonymous, aggregated statistics that include Customer Data, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Users. Customer will be solely responsible for ensuring that Customer has obtained all necessary third-party consents and made all required disclosures in connection with the foregoing grant. Customer acknowledges and agrees that Customer Data may be transferred outside of the country or other jurisdiction where other customers or users are located. In addition, Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data.
  • 4.3 Customer may choose or PSPL may invite Customer to submit comments or ideas about the Hosted Services or Product, including about how to improve the Hosted Services or the Product (“Feedback”). By submitting Feedback, Customer agrees that its submissions are gratuitous, unsolicited and without restriction and will not place PSPL under any fiduciary or other obligation, and that PSPL is free to use the Feedback without any additional compensation to Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of Customer’s submission, PSPL does not waive any rights to use similar or related ideas previously known to PSPL, or developed by its employees, or obtained from sources other than Customer. Customer agrees that PSPL may use information with respect to Customer’s and Users’ use of the Hosted Services to evaluate and improve the function of the Hosted Services.
  • 4.4 The parties understand and agree that monetary damages will not be sufficient to avoid or compensate for Customer’s use of the Hosted Services or Product other than as authorized under this Terms of Use, and that injunctive relief would be appropriate to prevent any such actual or threatened use or disclosure.

5. Billing And Payment.

  • 5.1 PSPL and Customer may agree to fixed fees or/ and a recurring fee, for a specific term from time to time, as specified in the Order Form entered into by PSPL and Customer. Customer agrees to pay (if applicable) in advance for all Hosted Services. PSPL may change its fees for the Hosted Services (as applicable) from time to time in its discretion by notice of Customer. All fees under this Terms of Use are nonrefundable except as otherwise set forth in the Order Form. Unless otherwise stated, all fees are quoted in Indian Rupees. PSPL’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer will be responsible for payment of all those taxes, levies, or duties, even if the amounts are not listed by PSPL.

6. Limitation of Liability.

  • 6.1 Limited Warranty. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE HOSTED SERVICES, OR ANY PRODUCT, SUPPLIED UNDER THIS TERMS OF USE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING THE RESULTS OF ANY HOSTED SERVICES, PRODUCT OR DELIVERABLES, OR THAT USE OF ANY HOSTED SERVICES, PRODUCT OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE HOSTED SERVICES, SOFTWARE OR DELIVERABLES WILL BE CORRECTED, OR THAT ANY HOSTED SERVICES’, PRODUCT’S OR DELIVERABLE’S FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS.
  • 6.2 Limitation of Liability. EXCEPT TO THE EXTENT ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS TERMS OF USE EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY IN THE THREE MONTH PERIOD PRECEDING THE DATE OF CLAIM.
  • 6.3 No Consequential Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL COMPANY BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF COMPANY WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS.

7. Indemnity.

  • 7.1 To the extent permitted by applicable laws, rules, and regulations, Customer will indemnify, hold harmless and defend PSPL and/or its Affiliates, at Customer’s expense, against any and all third-party claims, actions, proceedings, and suits brought against any PSPL and/or its Affiliates or any of their officers, directors, employees, agents or Affiliates arising out of the Customer’s and/or Users’ use of the Hosted Services in violation of the Agreement, applicable laws, rules, and regulations, rules or regulations in connection with the Hosted Services. The Customer shall cooperate as fully as reasonably required in the defense of any claim. PSPL reserves the right, at its own expense, to enforce this Section 7 on behalf of all its Affiliates and assume the exclusive defense and control of any matter subject to indemnification by the Customer.

8. Term and Termination.

  • 8.1. Either party may terminate the Agreement or any ongoing Order Form with immediate effect upon written notice to the other party if the other party commits a material breach and fails to cure such breach within thirty (30) days following receipt of the written notice.
  • 8.2. PSPL may terminate this Agreement or any ongoing Order Form without cause, upon providing sixty (60) days’ written notice to the Customer.
  • 8.3. Either party may terminate this Agreement if the other party becomes insolvent, files for bankruptcy, or is affected by a force majeure event that substantially prevents performance under this Agreement.
  • 8.4. Except as specifically provided in this Agreement, upon termination, all rights granted by one party to the other, including any licenses, shall immediately terminate. The Customer shall promptly discontinue any and all use of the Product. Upon termination, PSPL shall (a) cancel, to the extent possible, any third-party obligations incurred in relation to this Agreement; (b) promptly inform the Customer of any non-cancellable commitments; and (c) perform all reasonable activities necessary to complete close-out procedures for this Agreement and any active Order Forms. All earned and unpaid fees, additional charges, and non-cancellable expenses shall become immediately due and payable by the Customer within fifteen (15) days from the date of termination.
  • 8.5. Either party may terminate this Terms of Use at any time with notice. Upon any termination of this Terms of Use, PSPL will stop providing, and the Customer will stop accessing the Hosted Services. In the event of any termination (a) the Customer will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Hosted Service rendered through the date of termination will be immediately due and payable in full and (c) all of the Customer’s historical data will no longer be available to the Customer. Please read our Privacy Policy to understand our data retention and deletion policies once we no longer need it to provide Hosted Services to you.

9. Confidentiality; Privacy.

  • 9.1 Confidential Information. For purposes of this Terms of Use, “Confidential Information” means all information disclosed to PSPL by Customer or created by PSPL for Customer as part of the Hosted Services, whether in writing, electronically or orally (including third-party information held by Customer under a duty of confidentiality), and that is either designated by Customer as confidential in writing or is of a nature that a reasonable person would understand to be confidential. Confidential Information does not include information (a) known to PSPL before its receipt from Customer without a limitation or obligation of confidentiality, (b) independently developed by PSPL without use of any Confidential Information; (c) in the public domain at the time of disclosure or otherwise, other than as a result of disclosure by PSPL; or (d) received from a third party with a legal or contractual right to disclose that information or data to PSPL, provided that third party had no duty to keep that information confidential and that PSPL did not (and was not required to) agree to keep that information confidential.
  • 9.2 Personally Identifiable Information of Users. PSPL’s obligations regarding personally identifiable information of Users will be governed by PSPL’s Privacy Policy available at www.sailjump.com/privacypolicy.
  • 9.3 PSPL will not share Customer Data or any User's data with any third parties unless PSPL (i) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of PSPL, its users or the public; or (ii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on PSPL's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by PSPL. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on PSPL's instructions and in compliance with this Terms of Use and appropriate confidentiality and security measures.
  • 9.4 Privacy Regulation. Notwithstanding anything to the contrary in this Terms of Use, to the extent Customer discloses to PSPL personal information of consumers (“Personal Information”), PSPL shall comply with all applicable laws, rules, and regulations governing data protection.

10. Customer’s Responsibilities.

  • 10.1 Customer will comply with all applicable Legal Requirements in connection with Customer’s and Users’ use of the Hosted Services and Product, including those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which PSPL controls and operates the Hosted Services. Customer will assure that Customer has all rights required under applicable Legal Requirements for Customer’s submission of that Customer Data to PSPL and Customer’s or any User’s use of that Customer Data through the Hosted Services, including any software Customer or any User uploads or runs through the Hosted Services. Customer will provide PSPL’s Privacy Policy, and any privacy notices required by applicable Legal Requirements to any person whose personal information is included in Customer Data submitted to the Hosted Services, including Users, and by uploading any Customer Data to Hosted Services, directly or through Users, Customer represents and warrants that Customer has done so and that Customer has the right to process and the right to authorize PSPL to process any such Customer Data. If PSPL reasonably believes any Customer Data or any use of the Hosted Services or Product by Customer or any User violates applicable Legal Requirements, the rights of any third party, including Intellectual Property rights, or this Terms of Use, PSPL may remove that Customer Data or suspend Customer’s and any Users’ access to all or part of the Hosted Services or Product. On notice by PSPL to Customer of any Customer Data or use of the Hosted Services or Product described in the preceding sentence, Customer will promptly remove or remedy that Customer Data or use.
  • 10.2 Customer will ensure that any use of the Hosted Services and Product by Users is in accordance with the terms of this Terms of Use and that Customer’s agreements with Users are consistent with this Terms of Use. Customer will be deemed directly responsible for any use of the Hosted Services or Product by any User or any other person whose use of the Hosted Services or Product is permitted, assisted or facilitated by Customer. If Customer becomes aware of any use of the Hosted Services or Product by a User inconsistent with this Terms of Use, Customer will immediately terminate or suspend that User’s access to the Hosted Services or Product and provide notice to PSPL. Customer will be responsible for all support and other services to Users.
  • 10.3 It is the responsibility of Customer to provide, prepare and maintain a system environment in which the Product is to be installed and from which the Hosted Services are to be accessed, as applicable, in conformance with the Documentation provided by PSPL from time to time. PSPL is not responsible for the set-up and installation of Product. If Customer wishes PSPL to provide set-up and installation services and PSPL wishes to provide such services, the parties may agree, in writing, to mutually agreeable terms applicable to such services.
  • 10.4 Customer will provide any information reasonably requested by PSPL as to any Customer Data and will cooperate with PSPL to evaluate any problems in the Hosted Services or Product PSPL reasonably believes may involve any Customer Data or any use of the Hosted Services or Product by Customer or any User.
  • 10.5 The Customers represents and warrants that:
    • i. it will use the Product only in accordance with this Agreement, and applicable laws, rules, and regulations;
    • ii. it shall not use the Product to store or transmit any content that infringes upon any third party’s Intellectual Property rights, or that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
    • iii. it shall not use the Product to post, transmit, upload, link to, send, or store any viruses, malware, Trojan horses, time bombs, or any similar harmful software;
    • iv. it shall not “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Product, whether by manual or automated means;
    • v. it shall not conduct any penetration or vulnerability testing on the Product.

11. General Provisions.

  • 11.1 PSPL may include the Customer’s name and logo in customer lists.
  • 11.2 The validity and enforceability of the Agreement, and all claims or causes of action (whether in contract, tort, statute or otherwise) that may be based on, arise out of or relate to this Terms of Use, or the negotiation, execution or performance of this Terms of Use (including any claim or cause of action based on, arising out of or related to any representation or warranty made in or in connection with this Terms of Use or as an inducement to enter into this Terms of Use), will be governed by, construed in accordance with, and enforced in accordance with, the domestic internal laws of India, including its statutes of limitations, but without regard for conflicts of law principles. Each party shall make efforts to settle any dispute arising hereunder in an amicable manner, including through negotiation, mediation, or other mutually agreed-upon methods. If the parties are unable to resolve a dispute amicably within thirty (30) days of its occurrence, either party may submit the dispute to the courts of Bengaluru, Karnataka.
  • 11.3. If any provision of this Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then those provision(s) will be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
  • 11.4. No joint venture, partnership, employment, or agency relationship exists between PSPL and Customer as a result of this Terms of Use or use of the Services.
  • 11.5. Customer may not assign any of its rights or obligations under this Terms of Use, whether by operation of law or otherwise, without the prior written consent of PSPL. Notwithstanding the foregoing, (a) Customer may assign this Terms of Use in its entirety to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity. PSPL shall have the right to assign its rights and obligations relating to implementation of the Hosted Services to an Affiliate or partner. Any attempted assignment in breach of this section will be void. This Terms of Use will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  • 11.6. PSPL reserves the right to use third-party providers in the provision of the Hosted Services and PSPL will be responsible for the acts or omissions of those third parties.
  • 11.7. PSPL will be not be liable to the Customer for any delay or failure to perform under this Terms of Use due to circumstances beyond that its reasonable control.
  • 11.8. Any notice required or permitted under this Terms of Use will be given in writing by courier, by nationally recognized overnight delivery service, or e mail, in each case addressed to the party to which the notice is provided at the address or e mail address indicated below or at another address or e mail address designated by the party by notice from time to time to the other party. Any notice will be deemed received on the earlier of the date of actual delivery or the date on which delivery is refused, regardless of whether the party has vacated the physical address or discontinued the e mail address. The actual receipt by the addressee of any written notice will constitute notice under this Section 11.9 notwithstanding the failure to have complied with any provisions of this Section 11.9. PSPL may give notice to Customer at Customer’s e-mail address or mailing address on record in PSPL’s account information. Customer may give notice to PSPL at legal@sailjump.com, info@sailjump.com.
  • 11.9. This Terms of Use is for the exclusive benefit of the parties and their successors and permitted assignees. The Terms of Use is expressly not intended for the benefit of any other person. No third party will have any rights under this Terms of Use.
  • 11.10. PSPL reserves the right to change the terms of this Terms of Use at any time. If the changes constitute a material change to the Terms of Use, as determined by PSPL in its reasonable discretion, PSPL will notify Customer. Customer agrees to review the latest version of the Terms of Use on PSPL’s website periodically to remain aware of any non-material changes to the Terms of Use about which Customer is not given notice by PSPL. The Terms of Use is available on PSPL’s website will be dated so as to make clear what version is currently in force. Any use of the Services after changes to the Terms of Use will constitute acceptance by Customer of those changes. Customer’s sole remedy should Customer not agree with changes to the Terms of Use will be to cease Customer’s use of the Services and to comply with Customer’s termination obligations outlined in Section 8.

12. Definitions.

  • 12.1. “Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.
  • 12.2. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • 12.3. “Customer Data” means any data, information or other materials (including software, text, images, video and audio content) submitted by Customer or any User to the Hosted Services and any computational results that Customer or any User derives from such data through use of the Hosted Services, provided that Customer’s account information will not constitute Customer Data.
  • 12.4. “Documentation” means PSPL’s then current on-line help, guides, and manuals published by PSPL and made generally available by PSPL for the Hosted Services and Product. Documentation will include any updated Documentation that PSPL provides.
  • 12.5. “Hosted Services” means PSPL’s generally available online, cloud hosted platform, business intelligence services, professional services, and technical support services, including updates to those services from time to time.
  • 12.6. “Intellectual Property Rights” means any patents, supplementary protection certificates, rights to inventions, registered designs, copyright and related rights, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • 12.7. “Legal Requirements” means any domestic or foreign, federal, state or local statute, law (including principles of common law), ordinance, rule, policy, guideline, permit, administrative interpretation, regulation, order, writ, injunction, legally binding directive, judgment, decree or other requirement of any governmental body.
  • 12.8. “Terms of Use” shall have the meaning ascribed to it in the recitals.
  • 12.9. “User” means (a) an employee or independent contractor of Customer, authorized by Customer to access the Hosted Services or Product on behalf of Customer as part of Customer’s use of the Hosted Services or Product, or (b) a customer of Customer, authorized by Customer to access a Customer application hosted on the Hosted Services.