By subscribing to the Cloud ERP services (the “Services”) provided by O2B Technologies Pvt. Ltd. and its affiliates (“Cloud ERP”), in relation to the Cloud ERP platform and software products (the “Software”), whether hosted on Cloud ERP’s cloud platform (“Cloud Hosting”) or through on-premise installation (“Self-Hosting”), you (“Customer”) agree to comply with the terms of this Subscription Agreement (the “Agreement”).
The duration of this Agreement (the “Term”) shall be specified in writing at the time of subscription and begins on the date of activation. The Agreement automatically renews for successive Terms of equal duration unless either party notifies the other in writing at least 30 days before the current Term expires.
User
Any user account indicated as active in the Software, with access to creation and/or modification features. Deactivated user accounts and accounts used by external persons or systems that only have limited access to the Software through portal functionality (“portal Users”) are not counted as Users.
Module / App
A Module or App is a functional group of features available for installation and use within the Cloud ERP Software.
Custom Module
A Custom Module is a directory of source code files or a set of customizations developed within a Cloud ERP database that adds features to, or modifies the standard behavior of, the Software. Custom Modules may be developed by the Customer, Cloud ERP, a Cloud ERP Partner, or third parties.
Covered Custom Module
A Covered Custom Module is a Custom Module for which the Customer has subscribed to a maintenance plan in order to receive support, upgrade, and bug-fixing services.
Bug
A Bug is any failure of the Software or of a Covered Custom Module that results in a complete stop of execution, a traceable error, or a security breach, and is not directly caused by defective installation, configuration, or misuse. Functional deviations or non-compliance with documented specifications may be considered Bugs at the discretion of Cloud ERP.
Subscription Plan
A Subscription Plan defines the set of Modules, Apps, features, hosting services, and usage parameters covered under this Agreement, as agreed in writing at the time of subscription.
Odoo Enterprise License
For any use of the Odoo Enterprise Edition in connection with the Cloud ERP services, the Customer acknowledges and agrees that the Customer is solely responsible for purchasing, maintaining, and complying with the applicable Odoo Enterprise Edition license directly from Odoo S.A.
Cloud ERP does not provide, resell, sublicense, or include the Odoo Enterprise Edition license as part of this Agreement unless expressly stated in writing.
The Customer may access and use the Software through the Cloud ERP Platform, or may elect a Self-Hosting option, where available. The Cloud Platform is hosted and fully managed by O2B Technologies and accessed remotely by the Customer. Under the Self-Hosting option, the Customer hosts the Software on computing systems of its choice that are not under the control of Cloud ERP.
For the duration of this Agreement, O2B Technologies grants the Customer a non-exclusive, non-transferable license to use the Cloud ERP software (including the right to execute, modify, and execute after modification), strictly in accordance with the terms of this Agreement and the applicable license terms provided by O2B Technologies Pvt. Ltd.
The Customer agrees to take all necessary measures to ensure the unmodified and uninterrupted execution of any components of the Software used to verify subscription compliance, including but not limited to validation related to the running instance, number of Users, installed Modules or Apps, and the scope of Covered Custom Modules.
O2B Technologies undertakes not to disclose any individual or customer-identifiable usage data to third parties without the Customer’s consent and to process all collected data in accordance with its applicable Privacy Policy.
Upon expiration or termination of this Agreement for any reason, the license granted herein shall immediately terminate, and the Customer shall promptly cease all use of the Software and, where applicable, the Cloud Platform.
In the event the Customer breaches the terms of this Section, the Customer agrees that O2B Technologies may charge an additional fee equal to three hundred percent (300%) of the applicable list price calculated on the actual number of Users or usage metrics found to be non-compliant.
4.1 Bug Fixing Service
For the duration of this Agreement, O2B Technologies shall use commercially reasonable efforts to remedy any Bug in the Software or in Covered Custom Modules reported by the Customer through Cloud ERP’s designated support channels. Cloud ERP shall commence handling such Customer submissions within a reasonable timeframe following receipt.
Once a Bug has been resolved, an appropriate remedy or solution shall be communicated to the Customer. If the Customer is not using a Covered Version, Cloud ERP may require the Customer to upgrade to a more recent Covered Version of the Software as part of the resolution.
When a Bug is fixed in any Covered Version, O2B Technologies shall use reasonable efforts to apply the fix to all more recent Covered Versions of the Software.
Both parties acknowledge that, as set forth in the applicable software license and in Section 7.3 (Limitation of Liability) of this Agreement, O2B Technologies shall not be liable for Bugs beyond the limitations expressly stated therein.
4.2 Security Updates Service
Self-Hosting:
O2B Technologies will provide notifications of critical security issues affecting Covered Versions, along with corrective guidance.
4.3 Upgrade Services
Customers may request database upgrades to newer Covered Versions using Cloud ERP’s upgrade tools.
Upgrade scope includes database structure conversion, bug corrections due to upgrade, and adaptation of Covered Custom Modules.
Customer is responsible for validating upgraded databases and updating non-covered third-party modules.
4.4 Cloud Hosting Services
For Cloud-hosted customers, Cloud ERP shall provide region-based hosting availability, Tier-III equivalent data center infrastructure, HTTPS encryption, automated backups, and a disaster recovery strategy.
4.5 Support Services
Customer may log unlimited support tickets regarding Bugs or standard usage guidance.
Requests involving development, customizations or third-party integrations may require separate agreements.
5.1 Subscription Fees
Fees are determined by number of Users, Subscription Plan type, hosting model, supported add-ons.
If Customer increases Users or activates features beyond contracted parameters, Customer agrees to pay upgrade fees.
5.2 Renewal Pricing
Upon renewal, subscription fees may adjust based on current Cloud ERP price lists, capped if applicable.
5.3 Taxes
Fees exclude applicable taxes. Customer is responsible unless Cloud ERP must withhold.
6.1 Customer Responsibilities
Customer agrees to pay fees, keep user counts accurate, maintain secure credentials, prevent unauthorized usage, and comply with legal regulations.
Self-Hosting: Customer must protect installations and data; Cloud ERP is not liable for self-hosted loss.
6.2 Non-Solicitation
Neither party may solicit employees of the other for 12 months post termination.
6.3 Publicity Rights
Unless objected to, Customer grants O2B Technologies rights to reference their company for marketing.
6.4 Confidentiality
Definition of “Confidential Information”: All information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, any information relating to Cloud ERP’s or the other party’s business, operations, products, services, technical data, developments, trade secrets, know-how, financial information, personnel, customers, suppliers, and proprietary systems.
The Receiving Party shall protect all Confidential Information received during the term of this Agreement by using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
6.5 Data Protection
Definitions
“Personal Data”, “Controller”, and “Processing” shall have the meanings assigned to them under applicable data protection laws and regulations, including, where applicable, Regulation (EU) 2016/679 (GDPR) and any legislation that amends or replaces it (collectively, “Data Protection Legislation”).
Processing of Personal Data
The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer acts as the Controller. Such Personal Data shall be processed by Cloud ERP solely when instructed by the Customer, including through the use of services that require database access (such as cloud hosting, support, or upgrade services), or where the Customer transfers all or part of its database to Cloud ERP in connection with this Agreement.
All processing of Personal Data shall be carried out in compliance with applicable Data Protection Legislation. In particular, O2B Technologies commits to:
The Customer agrees to O2B Technologies with accurate and up-to-date contact details for its designated data protection contact to enable Cloud ERP to comply with the obligations above.
Subprocessors
The Customer acknowledges that O2B Technologies may engage third-party service providers (Subprocessors) to process Personal Data for the purpose of delivering the services. Cloud ERP shall ensure that all Subprocessors are engaged in compliance with Data Protection Legislation and are bound by written agreements providing appropriate data protection safeguards. Information regarding current Subprocessors shall be made available through Cloud ERP’s Privacy Policy or upon reasonable request.
6.6 Termination
In the event that either party materially breaches any obligation under this Agreement and such breach is not remedied within thirty (30) calendar days following receipt of written notice, the non-breaching party may terminate this Agreement with immediate effect.
Cloud ERP may further terminate this Agreement immediately if the Customer fails to pay any undisputed fees within twenty-one (21) days after the applicable due date, following at least three (3) written payment reminders.
Surviving Provisions
The provisions of Section 6.4 (Confidentiality), Section 7.2 (Disclaimers), Section 7.3 (Limitation of Liability), and Section 8 (General Provisions) shall survive the termination or expiration of this Agreement.
7.1 Warranties
O2B Technologies Pvt. Ltd. represents and warrants that it owns the copyright or holds valid licenses or equivalent rights to all software, components, and materials used in the Cloud ERP platform and that all third-party software libraries required to use the services are available under licenses compatible with the software provided.
For the duration of this Agreement, Cloud ERP shall use commercially reasonable efforts to perform the services in accordance with generally accepted industry standards, provided that:
The Customer’s sole and exclusive remedy, and Cloud ERP’s entire obligation, for any breach of this warranty shall be for O2B Technologies Pvt. Ltd. (Cloud ERP) to resume or re-perform the affected services at no additional charge.
7.2 Disclaimers
Except as expressly stated in this Agreement, neither party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.
O2B Technologies does not warrant that the software or services will comply with any specific local, national, or international laws or regulations applicable to the Customer’s use.
7.3 Limitation of Liability
To the maximum extent permitted by applicable law, the total aggregate liability of either party, together with its affiliates, arising out of or related to this Agreement shall not exceed fifty percent (50%) of the total fees paid by the Customer to Cloud ER during the twelve (12) months immediately preceding the event giving rise to the claim. Multiple claims shall not increase this limitation.
In no event shall either party or its affiliates be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to loss of revenue, profits, business, data, or anticipated savings, even if advised of the possibility of such damages.
7.4 Force Majeure
Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement (excluding payment obligations) due to events beyond its reasonable control, including but not limited to governmental actions, fire, labor disputes, war, natural disasters, epidemics or pandemics, embargoes, or failures of utilities or internet services, for so long as such circumstances persist.
8.1 Governing Law & Jurisdiction
This Agreement and all Customer orders shall be governed by and construed in accordance with the laws of the United States. Any dispute arising out of or in connection with this Agreement or any Customer order shall be subject to the exclusive jurisdiction of the competent courts located within the United States, unless otherwise agreed in writing by the parties.
8.2 Severability
In the event that any provision of this Agreement, or the application thereof, is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way. The parties agree to replace any such invalid, illegal, or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent, effects, and objectives of the replaced provision.
Cloud ERP Enterprise Edition is licensed under the Cloud ERP Enterprise Edition License, as defined below:
Cloud ERP Enterprise Edition License
The Cloud ERP software and associated files (the “Software”) may be used (executed, modified, and executed after modification) solely with a valid Cloud ERP subscription, and strictly for the authorized number of Users and licensed Modules or Apps.
Where the Customer has entered into a valid service or partnership agreement with Cloud ERP, the above permissions may also be granted for use in development, testing, or staging environments, provided such usage remains non-production in nature.
The Customer may develop Custom Modules based on the Software and deploy them for internal use, provided such Custom Modules do not violate the terms of this Agreement or the applicable Cloud ERP licensing policies.
The Customer may use third-party or partner-developed modules together with the Software, provided such modules are compatible with the Cloud ERP Enterprise Edition License and do not infringe any intellectual property rights.
It is strictly prohibited to publish, distribute, sublicense, lease, sell, or otherwise make available copies of the Software or any modified version of the Software to third parties, except as expressly permitted under this Agreement.
All copyright notices, license notices, and proprietary markings must be retained in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUD ERP SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER ARISING FROM CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ITS USE.