Software as a Service (SaaS) Agreement

Version 1.0

Terms and Conditions

Please read this agreement before using RackNap's services. By accepting accessing or using RackNap software as a service offering, you ("the customer") signify acceptance of and your agreement to the terms and conditions of this agreement. If you do not agree to the terms and conditions of this agreement, do not accept, access or use the services.
  1. Definitions

    "Administrator User" means each Customer employee designated by Customer to serve as administer the RackNap platform on Customer's behalf and these users could be performing different functions like Sales, marketing etc. Each Administrator User must undertake relevant training and have qualification requirements as reasonably required by RackNap to operate the platform.

    "Customer Content" means all data and materials provided by Customer for use in connection with the RackNap SaaS Services, including, without limitation, customer applications, data files, and graphics.

    "Documentation" means the user guides, online help, knowledgebase articles, release notes, training materials and other information provided or made available by RackNap to Customer regarding the use or operation of the SaaS Services.

    "Host" means the computer equipment on which the Software is installed, which is owned and operated by RackNap or its partner companies.

    "Identity Data" means a collection of data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity Data for user accounts that have been deactivated may remain in the identity management system, but that inactive Data will not be included in the number of licenses in use by Customer.

    "Maintenance Services" means the support and maintenance services provided by RackNap to Customer pursuant to this SaaS Agreement and Exhibit B.

    "Other Services" means all technical and non-technical services performed or delivered by RackNap under this SaaS Agreement, including, without limitation, implementation services and other professional services, training services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a separate Schedule and mutually agreed to by the parties.

    "Schedule" is a written document attached to this SaaS Agreement under Exhibit A or executed separately by RackNap and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement.

    "Software" means the code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

    "SaaS Services" refer to the specific RackNap's internet-accessible service identified in a Schedule that provides use of RackNap's Cloud Services Delivery and Business Automation Software that is hosted by RackNap or its partner organization and made available to Customer over a network on a term-use basis.

    "Subscription Term" shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through RackNap's SaaS Services.

  2. Saas Services
    1. During the Subscription Term, Customer will receive a non-exclusive, non-assignable, royalty free, non-perpetual worldwide right to access and use the RackNap SaaS Service solely for his internal business operations subject to the terms of this Agreement subject to the limitation of number of licenses given to the Customer under this Agreement.

    2. Customer acknowledges that this Agreement is a services agreement and RackNap will not be delivering copies of the Software to Customer as part of the SaaS Services. Neither the RackNap is transferring any ownership/ proprietary rights or copyrights in any manner whatsoever.

    3. For SaaS based installation model, RackNap may organize meetings with Customer to collect the required information for the deployment or it may do it Online or via documentation by emails.

    4. Customer has checked all available functions that are available out of the box and has checked that it works as per their expectation prior to signing this agreement. If there is any deviation expected to the expected functionality to align with local needs, this will need to be discussed and there could be additional cost impact.

  3. Restrictions

    Customer shall not, and shall not permit anyone to:

    • copy or republish the SaaS Services or Software,

    • make the SaaS Services available to any person other than authorized user,

    • use or access the SaaS Services to provide any illegal services to third parties,

    • modify or create derivative works based upon the SaaS Services or RackNap Documentation,

    • remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,

    • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or

    • access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited access granted herein, RackNap shall own all rights including but not limited to Copyrights and trademarks, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.

  4. Customer Responsibilities
    1. Assistance

      Customer shall provide commercially reasonable information and assistance to RackNap team to enable them to deliver the SaaS Services. Upon request from RackNap, Customer shall promptly deliver Customer Content to RackNap in an electronic file format specified and accessible by RackNap. Customer acknowledges that RackNap's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer further agrees that any delay on its part in delivering the required information or assistance to RackNap team to enable them to deliver the SaaS Services may cause delay in delivering the services and the same shall be solely attributable to the Customer.

    2. Compliance with Laws

      Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that RackNap exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely liable for any such violation or non-compliance of law and shall keep RackNap indemnified against any claim arising out of non-compliance or violation of law on its part.

    3. Unauthorized Use; False Information

      Customer shall:

      • notify RackNap immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,

      • report to RackNap immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and

      • not provide false identity information to gain access to or use the SaaS Services.

    4. Administrator Access

      Customer shall be solely responsible for the acts and omissions of its Administrator Users and its partners. RackNap shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

    5. Customer Input

      Customer is solely responsible for collecting, inputting and updating all Customer Data stored on the Host, and for ensuring that the Customer Data does not

      • include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or

      • contain anything that is obscene, defamatory, harassing, offensive or malicious.

    6. Ownership and Restrictions

      Customer retains ownership and intellectual property rights in and to its Customer Content and Data. RackNap retains all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Any language translations done for specific languages done by the Customer will also be a property of RackNap. The Intellectual property rights for these language packs will reside with RackNap. Third party technology that may be appropriate or necessary for use by Customer should be specified in the ordering document as applicable. Customer's right to use such third-party technology is governed by the terms of the third-party technology provider agreement and is not covered under this Agreement and the RackNap is not under any obligation to be bound by any thirdâ€"party technology or thirdâ€"party technology provider agreement.

      Customer is solely responsible for data entry, configuration by themselves. It is highly recommended that ONLY skilled/trained resources operate the platform and these resources get trained from RackNap.

    7. Suggestions

      RackNap shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.

  5. Orders and Payment
    1. Orders

      Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement. In the event of a conflict, the terms of this Agreement shall take precedence.

    2. Invoicing and Payment

      Unless otherwise provided in the Schedule, RackNap shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all invoices within the payment terms as per number days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to RackNap in United States Dollars (USD) or in Indian Rupees (INR) if the legal entity of operation of the customer is in India. If the invoices generated from the platform by the Customer is NOT in USD, then the exchange rate as of the previous closing month from will be used for generating RackNap invoice.

      In the event of any late payment under this Agreement, default interest at a rate of eight percent, numerically added onto the then actual base rate, announced by the Reserve Bank of India (RBI) per calendar year shall apply, as of the invoice's due date.

      In any case, the Customer is not entitled to the receipt of any refunds in respect of any license fees paid or any deduction on license fees due for payment.

    3. Expenses

      Customer will reimburse RackNap for its reasonable, out-of-pocket travel and related expenses incurred in performing the Services. RackNap shall notify Customer prior to incurring any such expense and only on approval of the customer those expenses can be incurred.

    4. Taxes

      RackNap shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer's purchase and use of the services.

  6. Term and Termination
    1. Term of SaaS Agreement

      The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

    2. Termination

      Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. Customer may have the right to terminate this agreement by providing a termination request with a notice period of 15 days.

      Upon termination of the license, or when a Customer is no longer authorized to access the Software. Similarly, RackNap may also Terminate this Agreement by giving 15 days advance notice to the Customer.

    3. Suspension for Non-Payment

      RackNap reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any amounts due to RackNap under this SaaS Agreement, Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that RackNap shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer's non-payment.

    4. Suspension for Ongoing Harm

      RackNap reserves the right to suspend delivery of the SaaS Services if RackNap reasonably concludes that Customer's use of the SaaS Services is causing immediate and ongoing harm to RackNap or others. In the extraordinary case that RackNap must suspend delivery of the SaaS Services, RackNap shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. RackNap shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit RackNap's rights under Section 6.5 below.

    5. Effect of Termination

      • Upon termination of this SaaS Agreement or expiration of the Subscription Term, RackNap shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.

      • If RackNap terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to RackNap all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS Agreement due to a breach by RackNap, then RackNap shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services (if any) scheduled to be delivered after the termination date.

      • Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

  7. Service Level Agreement

    The Service Level SaaS Agreement ("SLA") for the SaaS Services is set forth in Exhibit C hereto. The SLA sets forth Customer's sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

  8. Warranties
    1. Warranty

      RackNap represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer's exclusive remedy shall be as provided in Section 6, Term and Termination.

    2. Limited Warranty

      RackNap warrants that the saas services will perform in all material respects in accordance with the documentation. RackNap does not guarantee that the saas services will be performed error-free or uninterrupted, or that RackNap will correct all saas services errors. Customer acknowledges that RackNap does not control the transfer of data over communications facilities, including the internet, and that the saas service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by RackNap (express or implied) with respect to the subject matter of this agreement. RackNap does not warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall RackNap or any of its service providers be liable for unauthorized alteration, theft or destruction of customer's or any user's data, files, or programs.

  9. Limitations of Liability

    RackNap shall not be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this saas agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Neither RackNap's aggregate liability for damages under this saas agreement, regardless of the nature of the claim (including negligence), shall exceed the fees paid by customer under this saas agreement during the month preceding the date the claim arose.

  10. Indemnification

    Limited indemnification up to max. 3 months fee beyond that it shall be responsibility of Customer to settle third party dispute.

    1. Indemnification by Customer

      If a third party makes a claim against RackNap that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend RackNap and its directors, officers and employees against the claim at Customer's own expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

    2. Conditions for Indemnification

      A party seeking indemnification under this section shall

      • promptly notify the other party of the claim,

      • give the other party sole control of the defence and settlement of the claim, and

      • provide, at the other party's expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.

  11. Confidentiality
    1. Definition

      "Confidential Information" means any information disclosed by a party to the other party, directly or indirectly, which,

      • if in written, graphic, machine-readable or other tangible form, is marked as "confidential" or "proprietary,"

      • if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be "confidential" or "proprietary" within 30 days of such disclosure,

      • is specifically deemed to be confidential by the terms of this SaaS Agreement, or

      • reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content and Data is deemed Confidential Information of Customer. RackNap software and Documentation are deemed Confidential Information of RackNap.

    2. Confidentiality

      During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. RackNap may use the customer for any reference or its name/logo in any promotional material in such a way that it doesn't cause any material harm to the customer.

      Expression "Third Party" does not include the law enforcement agencies or Government investigating agencies or Court of Law. It is made clear that whenever any information is demanded by law enforcement agencies or Government investigating agencies or Court of Law from RackNap, the RackNap is bound to obey the directions, however the RackNap will inform the Customer about any such demand of information so as to enable it to defend itself. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

    3. Exceptions

      Confidential Information excludes information that:

      • is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,

      • is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or

      • is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

  12. General Provisions
    1. Non-Exclusive Service

      Customer acknowledges that SaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict RackNap's ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

    2. Personal Data

      Customer hereby acknowledges and agrees that RackNap's performance of this SaaS Agreement may require RackNap to process, transmit and/or store Customer personal data or the personal data of Customer employees. By submitting personal data to RackNap, Customer agrees that RackNap and its partners may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling RackNap to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to RackNap, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the RackNap SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any RackNap SaaS User shares with third parties on Customer's behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by RackNap under this Agreement, including that such processing according to Customer's instructions will not place RackNap in breach of applicable data protection laws. Prior to processing, Customer will inform RackNap about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the RackNap SaaS meets such restrictions or special requirements. RackNap to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use. Customer shall request for additional back-up of its Data available on RackNap (at additional cost) to avoid any loss of its Data due to technical mis-happenings and in case of any loss of Data RackNap shall not be responsible. SaaS based services of RackNap are being provided through third party software which is available as open source, in case that software is hacked or gets corrupted due to any other reason beyond the control of RackNap then in such eventuality RackNap shall not be liable for any loss of Data.

    3. RackNap Personal Data Obligations

      RackNap reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. RackNap will only process Customer Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. Customer agrees to provide any notices and obtain any consent related to RackNap's use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

    4. Notices

      Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given:

      • five (5) business days after mailing if sent by registered or certified mail system,

      • when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or

      • when delivered if delivered personally or sent by express courier service. All notices shall be sent to the RackNap at the address (D-10/52, Janki Marg, Chitrakoot, Rajasthan-302021, India) set forth on the cover page of this SaaS Agreement.

    5. Force Majeure

      Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

    6. Waiver

      No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

    7. Severability

      If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.

    8. Entire SaaS Agreement

      This SaaS Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing (or by acceptance of the terms online) by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

    9. Survival

      Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

    10. Publicity

      RackNap may include Customer's name and logo in its customer lists and on its website/mailing lists/marketing campaigns.

    11. Export Regulations

      Export laws and regulations of India and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

    12. No Third-Party Beneficiaries

      This SaaS Agreement is an agreement between the customer and the RackNap, and confers no rights upon any other person or entity.

    13. Independent Contractor

      The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party's personnel.

    14. Statistical Information

      RackNap may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer's data.

    15. Governing Law

      This SaaS Agreement shall be governed by the Indian laws. The parties agree to submit the exclusive jurisdiction of the courts of Jaipur, State of Rajasthan, India for resolution of any dispute under this Agreement.

    16. Compliance with Laws

      RackNap shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

    17. Dispute Resolution

      Customer's satisfaction is an important objective to RackNap in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. Failing those efforts, the parties agree that the dispute shall be decided by binding arbitration under the Arbitration and Conciliation Act 1996. The decision of the arbitrator shall be final. Costs and fees (other than attorney's fees) associated with the mediation or arbitration shall be shared equally by the parties. Each party shall be responsible for its attorneys' fees associated with arbitration. The place of arbitration shall be at Jaipur and the arbitration proceedings shall be in English and in accordance with the provisions of the Arbitration & Conciliation Act 1996.

    18. Default Language

      If this Agreement or any Exhibit hereto was construed in bilingual form, it is the express Agreement between the Parties, that the English version shall be the binding version and shall govern the relationship between the Parties. This Agreement shall not be amended or overruled by any agreement in any other language.

  1. Exhibit A

    1. Software & Price Schedule

    This Schedule ("Schedule"), effective upon the Agreement Effective Date, documents the SaaS Services (defined below) being purchased by Customer under the terms and conditions of the SaaS Agreement between ZNet Technologies Private Limited ("RackNap") and ("Customer").

    2. SaaS Services

    RackNap's hosted, internet-accessible, on-demand SaaS Service includes the following core modules:

Deliverable Description
RackNap Deployment

Out of the box RackNap product on Production environment

  • White labelled Partner Reseller Management.
  • Sales Customer Relationship Management.
  • Billing and Pricing Management.
  • Support Process Management.
  • Inventory and Assets Management.
  • Marketplace and Product Display Platform.
  • Business Intelligence and Analytics.
  • Customer Panel.
  1. 3. Subscription Term

    The term begins upon the Schedule Effective Date and is on a 1 month subscription ("Subscription Term") with auto-renewal set-up for the subsequent period.

  1. 4. Schedule Value

    (all fees are in U.S. dollars and exclude applicable taxes) The total value of this Schedule is detailed below. This fee includes access and usage of the SaaS Services during the Subscription Term. Upon execution of this Schedule, RackNap shall issue an invoice in accordance with the SaaS Agreement.

Cost Description Subscription Fee Payment Terms
License fee (Monthly recurring Mandatory)

2.5% of the total NET invoice generated from the platform on monthly basis (Invoices from you to end-customer and Partner).

No minimum revenue commitment for first 3 months. A minimum of $10000 USD net revenue to be generated from the platform from month 4 onwards. In the scenario that the minimum net revenue is not reached, then you will need to pay $250 USD for that month.

To be paid within 10 working days after the invoice is generated.

Support Costs

$100 USD for a pack of 10 Technical tickets.

Minimum support tickets costs to be pre-paid before the commencement of support. Mandatory for 1st month. At the expiry of the tickets, additional pack to be purchased.

Training Fee (One-Time Mandatory)

$100 USD for 1 hour Training

To be pre-paid before the training.

  1. The license fee will be invoiced at the end of the month.

    You can make payments using your RackNap member panel for invoices generated. You can also make payments to the bank details as per details below. Please clearly identify the Invoice number, company name in all scenarios.

    Bank Name: HDFC Bank
    Beneficiary Name: ZNet Technologies Pvt. Ltd.
    Account No.: 50200009518883
    Swift Code: HDFCINBBXXX
    Branch Name: Bright land School, Vaishali Nagar, Jaipur - 302021(Rajasthan, India)

    Bank Name: ICICI Bank
    Beneficiary Name: ZNet Technologies Pvt Ltd.
    Account No.: 023505500236
    Swift Code: ICICINBBCTS
    Branch Name: Ground Floor, Plot No C-2, Saurav Tower, Vaishali Nagar, Jaipur-302021(Rajasthan, India)

    Bank Name: IndusInd Bank
    Beneficiary Name: ZNet Technologies Pvt Ltd.
    Account No.: 200999662733
    Swift Code: INDBINBBJAC
    Branch Name: Solitaire Building, Gautam Marg, Vaishali Nagar, Hanuman Nagar, Jaipur 302020 (Rajasthan, India)

    If pricing is revised, then RackNap will provide a notice of 30 days before the price hike becomes applicable. The updated pricing will be notified by regular communication from RackNap. The Customer may wish to cease services if the pricing


Training Fee

$300 for 4 hours Training slot

Support Ticket fee

Additional ticket packs can be purchased for $50 for a pack of 5 tickets.

Professional Service Costs

Contact us at with requirements specifications and get a fixed-cost quote for this work. E.g. Migration, Digital Marketing, Managed Services etc.

  1. Exhibit B
    Support and Maintenance Services

    Support and Maintenance Services are included in the SaaS Service subscription in Exhibit A and entitles Customer to the following:

    • Support via issues logging into RackNap in order to help Customer locate and correct problems with the Software.

    • Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications. These defects will not be counted against the ticket purchase that you may have done.

    • All extensions, enhancements and other changes that RackNap, at its sole discretion, makes or adds to the Software and which RackNap furnishes, without charge, to all other Subscribers of the SaaS Service.

  1. Exhibit C
    Service Level Agreement

    RackNap shall respond to any request for Maintenance and Support from the Customer in accordance with the timeframes in the table below. If a problem or issue cannot be resolved within (5) days, it will be escalated to RackNap's next level of senior support personnel. The Customer shall identify the priority level for each incident in accordance with the definitions defined within section "Definition of Severity" of this document, whereas such determination is subject to agreement by RackNap's support personnel:

Priority Response Time Target Temporary Resolution or Workaround Permanent Fix
Severity 1 ≤ 3 hours < 8 hours 30 business days
Severity 2 ≤ 4 hours < 12 hours 45 business days
Severity 3 ≤ 6 hours < 48 hours 60 days
Severity 4 ≤ 12 hours N/A Appropriate release
  1. Hotfixes for temporary resolutions will be included in the appropriate official release of the software.

  2. Target Temporary Resolution or Workaround ("Target Times") are based on RackNap's experience and professional assessment of the time it takes to solve issues at various severity levels. RackNap shall always maintain sufficient resources, processes, policies, technology and safeguards to achieve the Response and Target Times and shall use continuous and best efforts to achieve Response and Target Times with minimum impact on the Customer's business.

  3. If the Target Times for workaround or resolution above are not achieved, RackNap shall escalate the problem to the next higher support manager for the Customer.

  4. RackNap's material failure to comply with the representations and warranties above shall constitute a material breach of this Agreement. If RackNap fails to achieve Target Times notwithstanding the foregoing, RackNap's conduct shall not be considered a breach for so long as RackNap complies with the representations and warranties in this agreement.