1. OVERVIEW

This Terms of Service (here in after referred to as the “Agreement” or “TOS”) shall be considered as a legally binding agreement with You as an individual or an entity (herein after referred to as the “Customer”, “You” or “Your”) for the use of this software, platform and its services.

Please note that the following terms and conditions apply regardless of whether You are using the Product or browsing.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY DOWNLOADING, INSTALLING, COPYING, OR USING THIS SOFTWARE YOU HEREBY ACCEPT AND AGREE TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS TOS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

2. DEFINITIONS

1. Agreement” shall mean this Terms of Service and its Annexures.
2. “Applicable laws” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, injunction, judgment, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction,
   or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any national, state, provincial, local or similar government, governmental, regulatory or administrative
   authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter and governed by the Laws of India.
3. “Confidential Information” shall mean all sensitive or proprietary information of the Disclosing Party which is disclosed or made available to the Receiving either in writing or orally within the scope of this Agreement. This information includes but is not limited to business plans, objectives, business ideas, business projections, proposed methodology of execution, trade secrets, drawings, works of authorship, inventions, know-how, techniques, design details and specifications, information regarding research, development, new service offerings, licensing and distribution arrangements, prices and costs and suppliers and customers, any information regarding the names, designations, skills and compensation of the Parties.
4. “Force Majeure Event” shall mean any event which arises either directly or indirectly from an act of God, local government or governments, war, fire, explosion, cyclone, flood, earthquake or storm, pandemic, epidemic, acts of terrorism, civil commotion or
   industrial dispute or any event beyond Party’s reasonable control, which could not reasonably be planned for or avoided.
5. “Intellectual Property” shall mean such proprietary rights that includes but is not limited to copyright, right to copyright, patent rights to inventions, patent and related rights, trademarks, trade names and domain names, rights in computer software and in databases, content, machine learning models or similar, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of such rights, as well as the rights to claim priority therefrom, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
6. “Product” shall mean the various models through which the Company provides services to You, which include the software, platform and its services.
7. “Third Party (ies)” means any person, organization or company other than the Customer or the Company or its representatives.

3. GENERAL TERMS

1. The Product includes software, owned by the Procify Innvotions Private Limited (PROCIFY) and is provided to You on an AS IS basis.
2. If You obtained the Product from PROCIFY and PROCIFYgrants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Product strictly in accordance with the terms of this Agreement to use the Product in a manner consistent with its design and documentation.
3. The Product may only be used by Your employees or Your authorized partners who are acting on Your behalf. You shall further implement a written agreement that Your employees and partners are bound by to protect the Product under the protections and restrictions stated in this Agreement.
4. The Customer agrees that PROCIFY may audit the Customer’s use of the Product in order to ensure compliance with this TOS at any time, upon providing a two (2) day prior written notice. In the event that such an audit reveals any use of the Product by the
   Customer is in breach of the terms of this TOS, PROCIFY shall have the right to terminate this Agreement without notice. Further, the Customer shall be held liable and reimburse PROCIFY for any and all reasonable expenses that result from such non-compliance.
5. It shall be the sole responsibility of the Customer to ensure that the functions of the Product fulfil the requirements and expectations of the Customer. The Customer alone is responsible for the backup of all data, configurations, and settings stored in the Product.
6. You will not interfere with any other persons or third party (ies) access, use or with the security of the Product. You shall not facilitate the attack or disruption of the Product or engage in unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots).
7. When using the Product in relation to private and public cloud, you shall not cause an unusual spike or increase in Your use of the Cloud Service that negatively impacts the Cloud Service’s operation.
8. You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify PROCIFY of any known or suspected unauthorized use of or access to Your account.
9. PROCIFY shall perform scheduled maintenance of the hardware and Product application and software used, during which time You may experience some disruption to access and use the Products. You acknowledge that, from time to time, PROCIFY may need to perform emergency maintenance without providing You advance notice, during which time PROCIFY may temporarily suspend Your access to, and use of, the Product.
10. In order to use the Product, you must obtain and maintain, at Your expense, compatible hardware as specified by us from time to time. We are not responsible for any third-party hardware you may need to use the Products.
11.  At the sole discretion of PROCIFY, the Product may be subject to upgrades from time to time, including by addition of new versions, updates and features etc. Such updates may occur without notice. However, PROCIFY will use reasonable efforts to notify You in advance of such upgrades.

4. INTELLECTUAL PROPERTY OWNERSHIP

1. The Product is protected under patent and copyright laws, international copyright treaties, as well as other intellectual property laws and treaties. The Customer shall obtain no rights to the Product in relation to its intellectual property.
2. PROCIFY owns all intellectual property in the Product. PROCIFY permits You to download, install, use, or otherwise benefit from the functionality or intellectual property of the software only in accordance with the terms of this Agreement.
3. The structure and code of the software are the valuable trade secrets and confidential information of PROCIFY. The Customer shall not at any time publish or reveal to any third party, either directly or indirectly any software codes and other trade secrets and confidential information in relation to the Product.
4. This Agreement shall not be construed as granting You any intellectual property rights or any other rights either directly or indirectly in relation to the title or ownership of the Product. All rights not expressly granted are reserved by PROCIFY.

5. RESTRICTIONS AND REQUIREMENTS

1. Use Obligations: You agree that You will not use the Product other than as permitted by the terms of this agreement and that You will not use the software in any manner inconsistent with its design or documentation.
2. No Modifications: You may not modify, adapt, or decompile the Product, either directly or indirectly in any manner. The Customer also acknowledges that such updates to the Product may not be used to work with the Customer’s hardware, add-ons, third-party
   software, or custom fit adjustments or modifications. In such an event, PROCIFY shall not be held responsible for
3. No Reverse Engineering: You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software.
4. No Transfer/Assignment: You will not rent, lease, sell, sublicense, assign or transfer Your rights in the Product, or authorize any portion of the Product to be copied onto another individual or legal entity’s computer.

6. LIABILITY AND LIMITATION OF LIABILITY

1. In the event of the Customer’s breach of any of its obligations set out in this TOS, PROCIFY shall be entitled to terminate this TOS with immediate effect.
2.  PROCIFY will not be held liable by the Customer or any third party in the event where:
   (i) the Product is not used in accordance with this Agreement or the Documentation;
   (ii) the Product or any part of the Product has been modified by any entity other than PROCIFY; or
   (iii) a malfunction in the Product has been caused by any equipment or software not supplied by PROCIFY.
3. Except for the exclusive remedy offered by PROCIFY and any remedies that cannot be excluded or limited under applicable law, PROCIFY will not be held liable for any loss, damages, claims or costs whatsoever including but not limited to any consequential,
   indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption.
4. In any event, PROCIFY’s aggregate liability under or in connection with this agreement will be limited to the amount paid for the Product.

Version: 1.0
Date: 1st April 2024