Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and IndieBridge ("IndieBridge," "we," "us," or "our") governing your access to and use of our cloud reseller and compliance services ("Services").

By accessing or using our Services, creating an account, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

2.1 Nature of Services

IndieBridge operates as an independent distributor and Merchant of Record for third-party cloud infrastructure services in India. We facilitate access to cloud computing resources provided by foreign cloud service providers ("Cloud Providers") by acting as the statutory gateway for Indian market access.

Our Services include:

• Resale of cloud computing resources from partnered Cloud Providers
• INR-based billing and invoicing with GST compliance
• Payment processing and collection services
• Customer account management and billing support
• Compliance documentation and GST invoice generation

2.2 Principal-to-Principal Relationship

IndieBridge acts as an independent principal in all transactions. We purchase services from Cloud Providers and resell them to you on a principal-to-principal basis. IndieBridge is not an agent, representative, or employee of any Cloud Provider. The relationship between you and IndieBridge is that of a customer and an independent distributor.

2.3 Third-Party Services

The underlying cloud infrastructure, computing resources, storage, and related technical services are provided by third-party Cloud Providers. Your use of such services is also subject to the applicable terms, policies, and service level agreements of the respective Cloud Providers, which we will make available to you upon request.

3. Account Registration and Eligibility

3.1 Eligibility

To use our Services, you must be:

• A business entity registered in India, or an individual conducting business in India
• At least 18 years of age
• Capable of forming a binding contract under applicable law
• Not prohibited from receiving services under the laws of India or any other applicable jurisdiction

3.2 Account Information

You agree to provide accurate, current, and complete information during registration, including:

• Legal business name and registration details
• GST Identification Number (GSTIN), if applicable
• Permanent Account Number (PAN)
• Authorized contact person details
• Billing address and communication preferences

You are responsible for maintaining the accuracy of this information and must promptly update it if any changes occur.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify IndieBridge of any unauthorized use of your account or any other security breach.

4. Fees and Payment

4.1 Pricing

All prices for Services are quoted in Indian Rupees (INR) and are exclusive of applicable taxes unless otherwise stated. Our pricing includes a service margin on the underlying Cloud Provider costs, which covers our compliance, billing, and support services.

4.2 Prepaid Model

IndieBridge operates on a prepaid model. You must maintain sufficient account balance or make advance payments before consuming Services. We do not extend credit facilities unless explicitly agreed in writing.

4.3 Taxes

All fees are subject to Goods and Services Tax (GST) at the applicable rate (currently 18% for information technology services). GST will be charged in addition to the quoted prices and will be clearly itemized on your invoice. You are responsible for claiming any applicable input tax credit with the relevant tax authorities.

4.4 Invoicing

IndieBridge will issue GST-compliant tax invoices for all Services rendered. Invoices will include all information required under GST law, including SAC codes, GSTIN, and applicable tax breakdowns.

4.5 Payment Methods

Payments must be made in INR through approved payment methods, which may include:

• NEFT/RTGS bank transfers
• UPI payments
• Credit/Debit cards (subject to payment gateway availability)
• Other methods as communicated by IndieBridge

4.6 Late Payments

If your account balance is insufficient or payment is not received when due, we reserve the right to suspend or terminate your access to Services. Continued non-payment may result in account termination and forfeiture of any unused prepaid balance, subject to applicable law.

5. Service Delivery and Limitations

5.1 Service Availability

IndieBridge facilitates access to third-party Cloud Provider services. The availability, performance, and uptime of the underlying cloud infrastructure are determined by the respective Cloud Providers. IndieBridge does not guarantee any specific level of availability or performance for the underlying cloud services.

5.2 Service Level Agreements

Any service level commitments, uptime guarantees, or performance standards are those offered by the underlying Cloud Providers, not by IndieBridge. We will use reasonable efforts to communicate relevant Cloud Provider SLAs to you and assist in processing any SLA-related claims with the Cloud Provider.

5.3 Support Services

IndieBridge provides support for:

• Account management and billing inquiries
• Invoice and GST-related questions
• Payment processing issues
• General service onboarding assistance

Technical support for the underlying cloud infrastructure, including troubleshooting, configuration, and performance optimization, should be directed to the respective Cloud Provider through their designated support channels.

5.4 Service Modifications

Cloud Providers may modify, discontinue, or change their services at any time. IndieBridge will use reasonable efforts to notify you of material changes that affect your Services, but we are not responsible for changes made by Cloud Providers.

6. Acceptable Use Policy

6.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms, the applicable Cloud Provider's acceptable use policies, and all applicable laws and regulations.

6.2 Prohibited Activities

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Engage in any illegal, fraudulent, or harmful activities
• Distribute malware, viruses, or other malicious code
• Conduct unauthorized access to systems or data
• Send spam, phishing communications, or unsolicited messages
• Infringe intellectual property rights of others
• Host or distribute illegal content
• Engage in cryptocurrency mining without explicit authorization
• Resell or redistribute Services without prior written consent
• Circumvent usage limits or security measures

6.3 Compliance with Cloud Provider Policies

You must comply with the acceptable use policies of the underlying Cloud Providers. Violation of Cloud Provider policies may result in immediate suspension or termination of your Services without notice.

7. Intellectual Property

7.1 IndieBridge Intellectual Property

All intellectual property rights in the IndieBridge platform, website, branding, logos, documentation, and proprietary tools remain the exclusive property of IndieBridge. Nothing in these Terms grants you any right, title, or interest in our intellectual property except for the limited right to use the Services as permitted herein.

7.2 Cloud Provider Intellectual Property

All intellectual property rights in the cloud services, software, and technology provided by Cloud Providers remain the property of the respective Cloud Providers. Your use of such services is subject to the intellectual property terms of the applicable Cloud Provider agreements.

7.3 Your Content

You retain all rights to the data, content, and materials you upload, store, or process using the Services ("Your Content"). You grant IndieBridge only the limited rights necessary to provide the Services, such as transmitting Your Content to Cloud Providers for processing.

8. Limitation of Liability

8.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. INDIEBRIDGE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Third-Party Services Disclaimer

IndieBridge does not warrant or guarantee the performance, availability, security, or reliability of any third-party Cloud Provider services. We are not responsible for:

• Service outages or downtime of Cloud Provider infrastructure
• Data loss, corruption, or security breaches occurring on Cloud Provider systems
• Changes to Cloud Provider services, pricing, or terms
• Cloud Provider service discontinuation or termination
• Performance issues or latency in Cloud Provider services

8.3 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDIEBRIDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

8.4 Liability Cap

INDIEBRIDGE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INDIEBRIDGE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

9.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless IndieBridge, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Your Content or data processed through the Services
• Any misrepresentation made by you

9.2 Indemnification Procedure

IndieBridge will promptly notify you of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim. You shall not settle any claim without IndieBridge's prior written consent if such settlement would impose any obligation on IndieBridge or admit liability on behalf of IndieBridge.

10. Term and Termination

10.1 Term

These Terms commence upon your acceptance and continue until terminated by either party in accordance with this Section.

10.2 Termination by You

You may terminate your account at any time by providing written notice to IndieBridge. Upon termination, you remain responsible for all fees incurred prior to termination.

10.3 Termination by IndieBridge

IndieBridge may terminate or suspend your access to Services:

• Immediately, if you breach these Terms or any applicable Cloud Provider policies
• Immediately, if required by law or regulatory authority
• Immediately, if the underlying Cloud Provider terminates or suspends services
• With thirty (30) days' notice, for any reason or no reason

10.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• You must pay all outstanding fees within fifteen (15) days
• Any unused prepaid balance may be refunded at IndieBridge's discretion, less any outstanding amounts owed
• IndieBridge will retain your account data for the period required by applicable law

10.5 Survival

Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination will survive the termination of these Terms.

11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

11.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact IndieBridge and attempt to resolve the dispute informally. Most disputes can be resolved quickly and amicably through direct communication.

11.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that cannot be resolved through informal resolution shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted in Bangalore, India, in the English language, by a sole arbitrator mutually appointed by the parties.

11.4 Jurisdiction

Subject to the arbitration provisions above, the courts of Bangalore, Karnataka, India shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms.

12. Data Protection and Privacy

12.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal data. By using the Services, you consent to the data practices described in our Privacy Policy.

12.2 Data Processing

IndieBridge processes personal data in accordance with the Digital Personal Data Protection Act, 2023 and other applicable data protection laws. We act as a Data Fiduciary for customer account and billing information.

12.3 Your Data Responsibilities

You are responsible for ensuring that your collection, use, and processing of personal data through the Services complies with all applicable data protection laws. If you process personal data of third parties using the Services, you must have appropriate legal bases and consents for such processing.

13. General Provisions

13.1 Modifications to Terms

IndieBridge reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

13.2 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and IndieBridge regarding the Services and supersede all prior agreements and understandings.

13.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.4 Waiver

The failure of IndieBridge to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of IndieBridge.

13.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without IndieBridge's prior written consent. IndieBridge may assign these Terms without restriction. Any attempted assignment in violation of this Section shall be void.

13.6 Force Majeure

IndieBridge shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, Cloud Provider outages, or regulatory changes.

13.7 Notices

All notices to IndieBridge must be sent to the contact information provided below. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent by email (upon transmission) or when delivered (if sent by courier).

13.8 Independent Contractors

The relationship between you and IndieBridge is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14. Contact Information

If you have any questions about these Terms of Service, please contact us through our website: