General Terms of Subscription

These 'General Terms of Subscription' ("Terms", including exhibits, annexures, and amendments) constitute a binding agreement between the user of the services ("Subscriber") (including its successors-in-interest and assignees) and ReflexityAI ("Licensor", including its successors-in-interest and assignees), with its principal place of business at [Registered Office Address]. These Terms become effective upon the Subscriber's acceptance, commencement of Platform use, or placement of an order via the Platform, whichever is earlier.

1. INTRODUCTION

The Licensor's proprietary analytical tool "ReflexityAI", with features more fully set out in Annexure 1, is referred to as the "Platform". The Licensor provides analysis of [insert the function of the application/software] ("Services") to Platform subscribers. The Subscriber, an enterprise, seeks access and use of the Platform and Services as an end-user.

2. GOVERNING DOCUMENTS AND ORDER OF PRECEDENCE

These Terms, the specific details provided by the Subscriber through the Licensor's online registration and checkout process ("Online Order Details"), and any other written specifications agreed by the parties, together constitute the complete agreement. In the event of any ambiguity or inconsistency, the Online Order Details shall prevail over these Terms for any specific particulars contained therein. The Licensor's interpretation of these documents shall be final and binding on the Subscriber. No standard terms of the Subscriber, whether or not agreed by the Licensor, shall apply to the subscription.

3. LICENSE AND ACCESS

Upon payment of the Subscription Fee specified in the Online Order Details, the Licensor will provide the Subscriber with access to register on the Platform. Only Subscriber-authorized users ("Authorized Users") may access the Platform. Subscriber is solely responsible for maintaining the confidentiality of access credentials; the Licensor may presume any person accessing the Platform is an Authorized User. License numbers, billing start dates, and other usage parameters will be defined during the online order and registration process.

The Licensor hereby grants a non-exclusive, non-transferable, non-sublicensable limited license to access and use the Platform solely as an end-user in accordance with these Terms.

Types of Access:

Enterprise Access: Allows access to all Services within the chosen Subscription Package. Disabling enterprise access disables Admin and Authorized User access.

Admin Access: Allows the Admin to regulate Authorized User access. Client is responsible for admin's actions.

Authorized User Access: Admin permits a specified number of Authorized Users access to Services as allowed by the subscription package. Pricing and functionality may vary by Authorized User type. Authorized Users include Client's employees, representatives, consultants, contractors, agents, or other third parties acting for Client. Client may increase Authorized Users by placing a new order and paying applicable fees.

Use of Services: All use by Client and Authorized Users must be within the scope of use and solely for the purpose as set out herein. Client is solely responsible for the acts and omissions of the admin and Authorized Users. No license or other right to the Platform is granted. Access is solely for availing Services.

Subscriber agrees not to:

(a) Use the Platform and avail the Services otherwise than as an end-user;

(b) Reverse engineer, decompile, or disassemble the Platform;

(d) Use the Platform in floating, concurrent, or any other shared context;

(e) Use the Platform or associated copies, except as expressly provided under applicable law and in accordance with the terms of this Agreement;

(f) Use the Platform for (i) commercial time-sharing with third parties; and (ii) rental, lease, or sub-licensing, or otherwise transferring to third parties;

(g) Allow any third party use of or access to the Platform, except for the authorized representatives, agents or personnel of the Subscriber;

(h) Use all or any part of the Platform to build a product or service which competes in any manner with the Platform or any other services, software or products offered by the Licensor;

(i) Remove, minimize, block, or modify any titles, logos, trademarks, copyright and patent notices, digital watermarks, disclaimers, or other legal notices included in the Platform;

(j) Transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene, or hack into any aspect of the Platform or Services.

The Subscriber represents and warrants that its Authorized Users shall strictly comply with the provisions of this Agreement and that the Subscriber shall be responsible and liable for all acts and omissions of Authorized Users. The Authorised Users shall also be bound by any additional end-user terms from the Licensor.

The Licensor agrees and acknowledges that the information and content that the Subscriber uploads, stores, transmits, and processes using the Platform ("Subscriber Content") shall, at all times, be owned by the Subscriber. Except for a non-exclusive, non-transferable, non-sublicensable license to use the Subscriber Content to provide the Services, the Licensor obtains no other rights to the Subscriber Content.

The Subscriber acknowledges and agrees that the Licensor may use certain third-party service providers who may receive access to the Subscriber Content. The Subscriber consents to the foregoing and agrees that the below cloud service provider is a Special Service Provider:

Name of Special Service Provider: [insert name]

Link to the terms: [insert link]

Description of Services: [insert description]

The Subscriber undertakes that: (i) it has the requisite rights to grant the foregoing license to the Subscriber Content and that the usage of the Subscriber Content by the Licensor or through the Platform does not violate any third-party rights, including those of privacy, publicity and data protection; (ii) no sensitive personal data is shared as the Subscriber Content; and (iii) it shall make good the losses that the Licensor suffers, including by bearing the costs and expenses of any claim, demands, or action arising out of the Licensor's use of such Subscriber Content.

The Platform may contain links to other websites ("Linked Websites"), which are not moderated or operated by the Licensor. The Licensor has no control over the Linked Websites and accepts no responsibility for them or for any loss or damage that may arise from your use of such Linked Websites.

4. SUBSCRIPTION FEES

Subscriber shall pay the Subscription Fee as agreed in the Online Order Details. Unless otherwise specified, all payments are due upfront to activate the subscription. Invoices are payable within fifteen (15) days of the invoice date. The Licensor may suspend subscriptions for undisputed payments delayed over thirty (30) days, without prejudice to other remedies. All invoiced amounts exclude foreign, federal, central, state, or local taxes (excluding Licensor's net income taxes), which Subscriber shall pay or reimburse Licensor for.

5. WARRANTY AND LIABILITY

The Licensor warrants that the Product has been developed by the Licensor and to the best of its knowledge does not contain any third-party materials to which the Licensor does not have appropriate permissions and licenses. The warranties in this license are exclusive and in lieu of all other warranties, whether written, express, implied, statutory or otherwise, including without limitation, implied warranties of merchantability, non-infringement, and fitness for particular purpose. The remedies in this license are your only remedies for breach of warranty.

Notwithstanding anything to the contrary in these Terms, and to the maximum extent permissible under law:

(a) Licensor shall not be liable for any indirect damages whatsoever, including but not limited to special, incidental, consequential, punitive, business expectancy or exemplary damages, or lost profits, under any theory of liability, whether or not such party had notice of the possibility of such damages; and

(b) Licensor's aggregate liability shall be limited to the Subscription Fee paid by Subscriber to the Licensor.

6. SUBSCRIPTION PERIOD AND TERMINATION

The subscription shall be effective for the Subscription Period as set forth in the Online Order Details, unless terminated under these provisions. Either party may terminate these Terms for convenience upon a prior written notice to the other party of not less than thirty (30) days.

In the event either party materially breaches these Terms, the innocent party may, without prejudice to its other rights and remedies, terminate these Terms by giving prior written notice of thirty (30) days, provided that the breach remains uncured at the end of such notice period.

Either party may terminate these Terms upon written notice to the other party in the event such other party (i) seeks reorganization or release under applicable law, (ii) seeks the appointment of a trustee, receiver or custodian, (iii) becomes the subject of a proceeding seeking the liquidation, winding-up, dissolution, reorganization or the like of such party, and such proceeding is not dismissed within sixty (60) days of the commencement thereof, (iv) makes an assignment for the benefit of creditors, or (v) has a substantial part of such party's property become subject to any levy, seizure, assignment, application or sale for or by any creditor or government agency.

Upon termination for any reason:

(i) Subscriber shall cease Platform use;

(ii) If Subscriber terminates for convenience, advance Subscription Fee refunds are at Licensor's discretion;

(iii) Subscriber shall remove, delete, return, or destroy confidential information (including Platform copies) as instructed by Licensor, and certify compliance. All Subscriber dues to Licensor must be paid within fifteen (15) days of termination.

7. GOVERNING LAW

These Terms are governed by the Indian laws. Disputes or differences arising out of or related to these Terms shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English, with the seat at [Arbitration Seat City] (irrespective of the venue) by a sole arbitrator mutually agreed by the Parties. The Parties agree that the arbitration may be held online. Subject to the foregoing, the Parties shall submit exclusively to the jurisdiction of the courts in [Arbitration Seat City].

8. MISCELLANEOUS

The Parties are independent contractors; no agency, partnership, or joint venture is created. Neither Party is liable for performance failures due to causes beyond its reasonable control (e.g., acts of God, war, pandemic, governmental restrictions). Neither Party may assign or transfer these Terms or its rights/obligations without the other Party's prior written consent. These terms supersede any previous arrangements, statements, or agreements (oral or written) between the Parties on the same subject matter. If any provision is found invalid, illegal, or unenforceable, it shall not affect other provisions, and Parties shall agree to modify the Terms to achieve the nullified clause's objectives. Waiver of a breach or default does not waive subsequent breaches or defaults. Modifications or amendments to these Terms are only effective if in writing and signed by duly authorized representatives of both Parties.

End of Terms of Service.