This Master Services Agreement ("Agreement") is entered into between the Customer (as identified in the applicable Order Form, which expression shall, unless repugnant to the context, include its subsidiaries, affiliates, successors, permitted assigns and representatives) and 360 Degree Cloud — the applicable entity identified on that Order Form, either the India entity or the US entity (which expression shall include its representatives, affiliates, assigns, subsidiaries and successors) — collectively referred to as the "Parties." This Agreement applies to 360 Degree Cloud application products and services.
Customer-specific details including name, address, effective date, and commercial terms are set out in the respective Order Form, which is incorporated herein by reference. By signing or accepting an Order Form referencing this Agreement, by making payment against it, or by using the Services, the Customer confirms it has read, understood, and agrees to be legally bound by all terms herein.
"Third Party" refers to any entity outside of 360 Degree Cloud, the Customer, and their respective Affiliates that provides or vends specialised software services or dependencies. The version of this Agreement in effect on the Effective Date of your Order Form governs that order; archived versions are available on request at legal@360degreecloud.com.
in the Order Form
Cloud
SCO-11, Sector-16, Faridabad, Haryana – 121002, India
1968 S. Coast Hwy #1412, Laguna Beach, California 92651, USA
The Customer accepts this Agreement, and it becomes binding between the Parties, upon the earliest of: (a) the Customer’s signature on, or written acceptance of, an Order Form that references this Agreement; (b) payment against any such Order Form, quote, or invoice; or (c) any access to or use of the Services, including a free version or free trial.
Each Order Form, together with this Agreement and the Website Terms referred to in Section I, forms the entire contract for the Services it describes. The individual accepting on behalf of the Customer represents that they have authority to bind the Customer.
On and from the Effective Date of the applicable Order Form and during its term, 360 Degree Cloud shall provide the Services, subject to the terms and conditions of this Agreement. The scope of Services shall be as listed in each Order Form, quote, invoice, annexure, or other form in writing agreed between the Parties, each of which is considered part and parcel of this Agreement.
360 Degree Cloud shall provide the Services to any place within the Territory of the Customer as deemed necessary by the Customer and as agreed between the Parties. The Parties expressly acknowledge that this Agreement is entered into on a non-exclusive basis. 360 Degree Cloud agrees to provide the Customer with the Service(s) specified in any Order Form, quote, invoice or annexure executed or accepted by the Parties in the context of this Agreement.
If the Customer wishes to avail any new service other than the services already agreed and mentioned in an Order Form, quote, invoice or annexure, the same may be discussed between the Parties and a separate Order Form shall be released by 360 Degree Cloud and accepted by the Customer on the basis of the Website Terms applicable to that service. The full range of services is listed at 360smsapp.com (“Types of Services”).
In consideration of the Services, the Customer agrees to pay the fees and charges set out in the applicable Order Form (“Service Fees”), along with other fees and charges as mutually agreed by the Parties. “Document” means any services schedule, appendix, quotation (“Quote”), order form, invoice, or statement of work for such Services.
The Customer shall make payment within thirty (30) days of receipt of the Document, unless a different due date is stated on it. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law) from the due date. Notwithstanding anything contained herein, 360 Degree Cloud may suspend or disconnect the Services, without liability to the Customer, in the event of any payment default, without prejudice to its rights under Applicable Law. Where payment is made against a pro-forma invoice, 360 Degree Cloud shall share the tax invoice promptly thereafter.
Any good-faith dispute regarding an invoice must be notified to 360 Degree Cloud within fifteen (15) days of receipt of the invoice; the undisputed portion remains payable as provided herein. The Parties will work together in good faith to resolve the dispute, and any amounts owed shall be paid within fifteen (15) days of its resolution.
This Agreement is effective from its acceptance under Section A and remains in effect for a period of three (3) years. Upon expiration, it automatically renews for successive one-year periods — with the renewal Order Form or annexure shared with the Customer — unless either Party provides written notice of termination in accordance with the Termination clause.
Termination or expiry of this Agreement does not affect any Order Form then in effect, which remains governed by this Agreement until the end of its own term.
360 Degree Cloud represents and warrants that it has the full right, power, and authority to enter into this Agreement and perform its obligations, and that there are no outstanding agreements, commitments, arrangements, encumbrances, or rights with or in other parties that may interfere with or preclude such performance.
The Customer shall comply with all applicable telecom and regulatory laws and regulations in relation to the transmission of content, including without limitation all applicable Website Terms, data-protection and privacy laws. The Customer will provide any governmental body or 360 Degree Cloud with such information or material relating to the Services as reasonably requested to carry out any investigation in connection with the Services.
Either Party (“Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its directors, officers, employees, service providers, and agents (“Indemnified Party”) harmless from and against claims, demands, actions, liabilities, costs, interest, damages, and expenses of any nature whatsoever (including all legal and other costs, charges and expenses) incurred or suffered by the Indemnified Party, arising out of: (a) any wrongful or negligent act or omission of the Indemnifying Party; (b) any breach by the Indemnifying Party of its obligations, undertakings, warranties or covenants under this Agreement; (c) any breach of applicable law, rules, regulations or legal requirements by the Indemnifying Party; and (d) any third-party action or claim made against the Indemnified Party by reason of any action taken or omitted by the Indemnifying Party under this Agreement.
Notwithstanding anything to the contrary elsewhere in this Agreement, no Party shall in any event be liable to any other person or Party, whether in contract, tort, or otherwise, for any consequential, incidental, indirect, special or punitive damages, including loss of future revenue, income or profits, diminution of value, or loss of business reputation or opportunity.
In no event shall the total aggregate liability of 360 Degree Cloud arising out of or related to this Agreement exceed the total Subscription Fees paid by the Customer for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. “Subscription Fees” means the recurring licence/subscription fees set out in the applicable Order Form, and excludes implementation, onboarding, support, professional services, consulting, credits, communications or carrier/10DLC surcharges, taxes, and any other charges. If no Subscription Fees have been paid, 360 Degree Cloud shall have no liability.
Both Parties reserve the right to terminate this Agreement in case of material breach by giving 30 days’ advance written notice to the other Party. 360 Degree Cloud reserves the right to immediately terminate the Agreement if the Customer breaches any provision relating to security or confidentiality, fails to pay outstanding amounts for the Services, or uses the Services in an unauthorised manner or engages in activities that compromise the 360 Degree Cloud network, services, or the experience of other users.
The Customer’s obligation to pay fees continues until the subscription is cancelled. Prior to every renewal due, 360 Degree Cloud will share the renewal quote, and the Customer has the right to cancel the subscription prior to the renewal date. In the absence of any termination notice from the Customer before the renewal date, the subscription automatically renews for another term and the Customer is obligated to make payment for the renewed term.
Refunds, if applicable, will only be issued where the Customer has reported a verifiable issue in the Services that 360 Degree Cloud is unable to resolve within a reasonable period. Any such refund shall be provided on a pro-rata basis, limited solely to the licence subscription fees for the affected period.
Any dispute arising out of this Agreement, or any issue relating to its interpretation or validity, may be referred by either Party to a sole arbitrator mutually appointed by the Parties. The governing law and arbitration mechanics depend on the 360 Degree Cloud entity named on the applicable Order Form. The language of the arbitration and proceedings shall be English.
The applicable entity and governing law are identified on the executed Order Form.
By availing 360 Degree Cloud services, the Customer acknowledges and agrees to be bound by the Privacy Policy, the Terms and Conditions, and the Terms of Use / Terms of Service published on the 360 Degree Cloud website (360smsapp.com), as may be amended, modified, or updated from time to time and posted on the website (together, the “Website Terms”). Acceptance of this Agreement constitutes acceptance of the Website Terms.
In the event of any conflict, inconsistency, or overlap between the provisions of this Agreement (including its Order Forms, annexures, appendices, purchase orders, or work orders) and the Website Terms: the provisions of this Agreement shall prevail and govern to the extent such matters are expressly addressed herein; and for all matters not expressly covered under this Agreement, the applicable Website Terms shall apply and be binding on the Customer.
If the Customer does not agree to any updated Website Terms, the Customer shall immediately discontinue use of the Services by notifying 360 Degree Cloud and shall settle all outstanding dues immediately. By continuing to use the Services, the Customer agrees to be bound by such Website Terms and any updates thereto.
This Agreement (including its recitals, schedules, Order Forms, quotes, invoices and annexures) constitutes the entire agreement and understanding between the Parties for the Services and supersedes any previous agreement or understanding between the Parties in respect of them (including any LOI/MOU).
If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve an economic effect as near as possible to that provided by the original provision, and the legality, validity and enforceability of the remaining provisions shall not be affected. All annexures, quotes, invoices and Order Forms form an integral part of this Agreement and shall be read together with it as one document.
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity. “Order Form” means any order form, quote, appendix, annexure, or invoice issued by 360 Degree Cloud and signed, accepted, or paid by the Customer, which references or incorporates this Agreement. “Services” means the products and services to be provided hereunder between the Customer and 360 Degree Cloud or any of their Affiliates, as set out in the applicable Order Forms, quotes, invoices, or annexures.