Terms & Conditions

4.1.1.

The Parties acknowledge and agree that:

4.1.2.

Where Archonet acts as a Data Processor for Client-Inputted Personal Data, Archonet shall process such Client-Inputted Personal Data only on behalf of the Client and in accordance with the Client’s lawful and documented instructions as set forth in these Standard Terms & Conditions, for the purpose of providing the Software and related Services, and as necessary to comply with applicable law.

4.1.3.

The Client, as Data Fiduciary for Client-Inputted Personal Data, warrants that it has obtained all necessary consents from Data Principals and has a lawful basis for the collection, processing, and transfer of such Client-Inputted Personal Data to Archonet for the purposes of these Terms, in compliance with the DPDPA. The Client shall be solely responsible for the accuracy, quality, and legality of all Client Data (including Client-Inputted Personal Data) and the means by which it acquired such Client Data.

4.2.1.

As Data Fiduciary for Account PII: Archonet shall implement and maintain appropriate technical and organizational security measures designed to protect Account PII against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

4.2.2.

As Data Processor for Client-Inputted Personal Data and Handler of other Client Data, Archonet shall:

4.3.1.

Ensure that all instructions provided to Archonet for the processing of Client-Inputted Personal Data are lawful and comply with the DPDPA.

4.3.2.

Be responsible for providing all necessary notices and obtaining all necessary consents from Data Principals as required under the DPDPA for the processing of Client-Inputted Personal Data contemplated by these Terms.

4.3.3.

Implement appropriate technical and organizational measures to ensure and be able to demonstrate that its processing of Client-Inputted Personal Data is performed in accordance with the DPDPA.

4.4.1.

Archonet may collect, use, and analyze aggregated, anonymized, or de-identified data derived from the Client’s use of the Software, including Client Data that has been processed in such a way that it no longer qualifies as Personal Data under the DPDPA (“Aggregated Data”).

4.4.2.

Aggregated Data may be used by Archonet for purposes such as improving the Software and Archonet’s other offerings, developing new products and services, conducting research, and generating statistical information. Archonet shall ensure that the use of Aggregated Data does not identify the Client or any Data Principal.

4.5.1.

The Client acknowledges and agrees that Archonet may engage third-party service providers as sub-processors (for example, for database hosting, infrastructure, or other specialized services) to process Client Data (which includes Account PII and Client-Inputted Personal Data) in connection with the provision of the Software and Services.

4.5.2.

Archonet shall ensure that its engagement with each sub-processor is governed by contractual terms (such as a Data Processing Addendum or equivalent terms of service) that impose data protection and security obligations upon the sub-processor that, in substance, are no less protective of Client Data (and specifically Client-Inputted Personal Data) than Archonet’s obligations under these Terms and Applicable Data Protection Laws. This includes requiring sub-processors to implement appropriate technical and organizational measures to protect such data to a standard consistent with industry best practices and legal requirements.

4.5.3.

Archonet shall remain liable for the acts and omissions of its sub-processors in their processing of Client Data on Archonet’s behalf to the same extent Archonet would be liable if performing the services of each sub-processor directly under these Terms, unless otherwise stipulated by applicable law.

4.5.4.

Archonet will maintain a list of its material sub-processors used for the processing of Client-Inputted Personal Data and will provide information about such sub-processors to the Client upon reasonable request. Archonet will endeavour to provide reasonable prior notice to the Client of any new material sub-processor to be engaged for the processing of Client-Inputted Personal Data, affording the Client an opportunity to object on reasonable, documented data protection grounds.

4.6.1.

The Client acknowledges that in providing the Software and Services, Archonet and its sub-processors may process Client Data (including Account PII and Client-Inputted Personal Data) in, or transfer such data to, countries outside of India.

4.6.2.

Archonet shall ensure that any such cross-border transfer of Personal Data is conducted in compliance with the requirements of the DPDPA, including ensuring that the transfer is to a country or territory that provides an adequate level of data protection as recognized under Indian law, or that appropriate safeguards are in place.

4.7.1.

While Archonet implements and requires its sub-processors to implement security measures as described herein, the Client acknowledges that no method of transmission over the Internet or method of electronic storage is entirely secure. Archonet cannot guarantee absolute security of Client Data.

4.7.2.

The Client is responsible for its own secure use of the Software, including securing its account authentication credentials, protecting the security of Client Data when in the Client’s possession or control, and for making appropriate use of the Software’s security features.

4.7.3.

Specific indemnification obligations related to breaches of this Section 4 or data security incidents shall be governed by Section 11 (Indemnity) and Section 10.3 (Limitations on Liability) below

5.1.1.

For any Offering consisting of Software or a Cloud Service that Archonet makes available or provides to You, and subject to compliance with these Terms and all payment obligations, including any taxes and other fees, Archonet grants to You a non-exclusive right to use the Offering (and permit Your Authorized Users to use the Offering) solely (a) during the Offering Term, (b) in accordance with any applicable Terms, and (c) within the scope of Your subscription, including the permitted number, Offering Type, and other attributes specified for the type and level that You selected when subscribing for the Offering.

5.1.2.

Except as expressly authorized by these Terms, or as otherwise expressly permitted in writing by Archonet, You will not: (i) reproduce, modify, adapt, translate, port, or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary, or (ii) sublicense, transfer, distribute, transmit, sell, lease, rent, loan, or otherwise make available all or any portion or functionality of any Offering to a third party (whether on a service bureau basis or otherwise).

5.1.3.

Any Software (including any Update or Upgrade) that Archonet makes available or delivers to You is licensed for a limited subscription period, not sold. You may make one archival copy of the Software You subscribed to solely for Your backup and archival

5.2.1.

Subject to compliance with these Terms, Archonet will, during the Offering Term, make Offerings available to You through Your account or other electronic means. Archonet will not be liable for any losses or other liability incurred by You or others due to sending Your account information to an incorrect address shared by You.

5.2.2.

You may be required to log into Your account or provide Archonet additional information to activate, access, or use an Offering.

5.2.3.

Offerings require Your computers or other devices to be connect to the internet on a regular basis.

5.2.4.

Additionally, You and Your Authorized Users agree to validation of Your subscription and to the automatic downloading and installation of Updates and Upgrades. You may not be able to adjust Your Update or Upgrade settings for certain Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering.

5.2.5.

During the Offering Term, Archonet may make available or deliver Updates or Upgrades to Software. You will promptly install any mandatory Updates.

5.4.1.

In order for You to access or use certain Offerings, or for Archonet to provide You with certain services, You may wish to upload or otherwise share Your Content. Archonet personnel will not use Your Content except (a) at Your request, or with Your consent; (b) in connection with providing and improving Offerings (including maintaining, securing, updating, or otherwise modifying Offerings); or (c) in connection with legal obligations, enforcement, investigations, or proceedings. Archonet may block or remove Your Content for any reason, including non-compliance with these Terms. When You provide or make accessible Your Content, You authorize Archonet and its designees to use, reproduce, modify, distribute and make available Your Content in connection with providing You with Offerings and the other activities contemplated by these Terms.

5.4.2.

You are responsible for ensuring that (i) Your Content and its use with any Offering comply with all applicable laws and regulations and these Terms, (ii) Your Content will not infringe or misappropriate any intellectual property or proprietary rights of any person, and (iii) You secure backup copies of Your Content at all times. You acknowledge that online services may suffer disruptions or outages, and You may not be able to retrieve Your Content as a result.

5.5.1.

Some Offerings permit You to collaborate with others, including sharing or publishing Your Content. If You choose to share or publish Your Content, others may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content, and suspending or terminating access will not delete or inhibit access to any of Your Content that was earlier shared or published. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing, or other collaboration features of the Offerings and set Your permissions accordingly.

5.5.2.

An Offering may feature links to Third-Party Material/Services. Such links are provided as a convenience to You. Archonet does not monitor or control what such third parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. If You authorize any of Your Content to be shared with any third party, Archonet may make Your Content available to such third party; Archonet will, however, have no responsibility or liability for the actions of such third party.

7.2.1.

The data storage functionality associated with Offerings is NOT suitable for the storage of Aadhar numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, or health insurance information; data about personal characteristics or other personal data, such as race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation, or trade union membership; or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used (collectively, “Sensitive Personal Data”).

7.2.2.

Except as expressly required by Archonet (for example, a credit card number used to purchase a subscription), You will not upload or otherwise make available to Archonet any Sensitive Personal Data, including any files containing Sensitive Personal Data, in connection with Your use of any Offering.

7.3.1.

Upload, post or otherwise transmit any information or material that is or may be:

• false, libelous, defamatory, fraudulent, or otherwise unlawful or tortious;
• threatening, abusive, harassing, degrading, hateful or intimidating, or that otherwise fails to respect the rights and dignity of others;
• obscene, indecent, pornographic, or otherwise objectionable;
• related to minors or harmful to minors in any way;
• protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
• a national or state secret, classified information, controlled unclassified information, export controlled information, or any other information or material (including any photograph, drawing, plan, or model) that is subject to official confidentiality treatment;
• secret codes, countersigns, crypto-currency, passwords, or other similar information;
• advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or
• any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb, or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software, or equipment;

7.3.2.

Remove any copyright, trademark, confidentiality, or other proprietary rights notice from any Offering, Documentation, or related material;

7.3.3.

Remove, disable, or otherwise limit the effectiveness of any technical protections, including those used by Archonet to (i) manage, monitor, control, or analyze the installation of, access to, or use of any Offering or (ii) protect Archonet’s intellectual property rights;

7.3.4.

Use any Offerings in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect;

7.3.5.

Impersonate any person or entity, or falsely state or otherwise misrepresent your (or your company’s) affiliation with any person or entity in connection with use of any Offerings;

7.3.6.

Use any Offerings to promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;

7.3.7.

Use any Offerings in connection with any inherently dangerous application, including any product, part, service, or other application that could result in death, personal injury, catastrophic damage, or mass destruction;

7.3.8.

Use any Offering or related Output in connection with the training of any machine learning or artificial intelligence algorithm, software, or system;

7.3.9.

Attempt to probe, scan, or test the vulnerability of any Offering or to breach or circumvent any security or authentication measures used by any Offering;

7.3.10.

Interfere with or disrupt the operation of any Offering or the servers or networks used to make any Offering available, including by hacking or defacing any portion of an Offering;

7.3.11.

Use any Offerings as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Offerings are provided;

7.3.12.

Collect content or information, from or with an Offering, using automated means (such as any robot, spider, site search/retrieval application, or other device to retrieve, index, “scrape,” or “data mine”);

7.3.13.

Collect or store personal data about any person or entity, from or with an Offering, without the requisite rights to do so;

7.3.14.

Unbundle the component parts of any Offering for use separate from each other or on different electronic devices (except as expressly permitted in writing by Archonet);

7.3.15.

Use or access Software made available as part of a Cloud Service separately from the applicable Cloud Service (except as may be expressly permitted in writing by Archonet);

7.3.16.

Intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, all applicable export control laws and regulations; or

7.3.17.

Violate these Standard Terms and Condiitons or any applicable order form.

10.1.1.

Archonet warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 365 days thereafter or, if the Offering Term is longer, such longer period (“Warranty Period”), the Offering will provide the general features and functions as described in https://archonet.in/pricing/#product-features for the Offering. Archonet’s entire obligation and liability, and Your sole and exclusive remedy, for Archonet’s breach of this warranty will be for Archonet, at its option, (a) to attempt reasonably to remedy the breach or (b) to refund the prorated portion of any prepaid fees applicable to the remaining Offering Term of Your subscription for the affected Offerings after the effective date of termination and terminate such subscription.

10.1.2.

You will bring any warranty claim for any Offering within its applicable Warranty Period, and any warranty claims You bring after such Warranty Period will be excluded.

10.2.1.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 10.1 (LIMITED WARRANTY) ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) THE OFFERINGS (INCLUDING ANY RELATED SOFTWARE, CLOUD SERVICE, DOCUMENTATION, APIS, OR OTHER MATERIALS) ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OR CONDITION OF ANY KIND AND (b) ARCHONET AND ITS LICENSORS AND SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO ANY OF THE OFFERINGS OR ANY OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR QUIET ENJOYMENT, ANY WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR INDUSTRY STANDARDS.

10.2.2.

OFFERINGS PROVIDE ESTIMATIONS BASED ON INPUTS AND REGULATIONS, THESE ARE NOT GUARANTEES OR FINANCIAL/LEGAL ADVICE, AND ARCHONET BEARS NO LIABILITY FOR BUSINESS DECISIONS MADE BASED SOLELY ON THESE ESTIMATIONS.

10.2.3.

Any statements by Archonet or its third-party agents, representatives, or service providers about the Offerings (including any statements about their functionality or performance) or Output, or other communications with You (including any insights, recommendations, guidance, assessments, projections, estimates or opinions), that are not contained in these Terms are for information purposes only and do not constitute a warranty, representation, condition, or other commitment.

10.2.4.

Without limiting the generality of the foregoing, Archonet and its licensors and suppliers do not warrant or otherwise commit that (i) the Offerings or Output, or Your access thereto or use thereof, will be available, uninterrupted, timely, error-free, secure, accurate, reliable, or complete, (ii) the Offerings will meet any particular performance, availability or service-level criteria, (iii) Your Content will not be lost or damaged, or (iv) errors or defects will be corrected or any particular support requests will be resolved to meet Your needs or expectations. Also, for clarity, (1) any reference to “unlimited” access, use, storage, or otherwise with respect to an Offering is subject to the technical limitations of the Offering, and (2) some Offerings or functionality may not be available in all locations.

10.3.1.

NEITHER ARCHONET NOR ANY OF ITS LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS OR REVENUE; BUSINESS INTERRUPTION OR LOSS OF USE; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER; FAILURE OF, OR DEFECTS IN, THE OUTPUT; LOSS, CORRUPTION, OR DELETION OF (OR FAILURE TO DELETE) DATA OR YOUR CONTENT; OR DAMAGES RESULTING FROM FORCE MAJEURE.

10.3.2.

THE AGGREGATE LIABILITY OF ARCHONET AND ITS LICENSORS AND SUPPLIERS WITH RESPECT TO ANY OFFERING OR OUTPUT THEREOF WILL IN NO EVENT EXCEED THE GREATER OF (a) THE AMOUNT PAID OR PAYABLE BY YOU FOR THE OFFERING IN THE ONE-YEAR PERIOD BEFORE THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY FIRST OCCURRED, OR (b) INR 50,000.

10.3.3.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS CONSTITUTE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND ARCHONET, AND THAT ARCHONET WOULD NOT HAVE PROVIDED THE OFFERINGS TO YOU WITHOUT YOUR AGREEMENT TO EACH OF THESE TERMS. THE LIMITATIONS ON LIABILITY IN THESE TERMS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNIFICATION, RECOURSE, STATUTE, OR OTHERWISE, AND EVEN IF ARCHONET HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY OR THE LIABILITY IS OTHERWISE FORESEEABLE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

10.3.4.

NOTHING IN THESE TERMS RESTRICTS OR EXCLUDES ARCHONET’S LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY ARCHONET’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (ii) YOUR DAMAGES OR LOSSES CAUSED BY ARCHONET’S FRAUD. ALSO, ARCHONET DOES NOT SEEK TO LIMIT YOUR WARRANTIES, YOUR OTHER RIGHTS AND REMEDIES, OR THE LIABILITY OF ARCHONET FOR DAMAGES OR LOSSES TO THE EXTENT THE LIMITS ARE NOT PERMITTED BY APPLICABLE LAW (SUCH AS STATUTORY WARRANTIES, CONDITIONS, REMEDIES, OR LIABILITIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW). THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS.

11.1.1.

Subject to these Terms, Archonet will defend You against any claim brought against You by a third party alleging that any Covered Offering infringes such third party’s patent, copyright, trademark, or trade secret rights (“IP Claim”), and Archonet will pay damages finally awarded against You (or any settlement amount agreed to in writing by Archonet) as a result of the IP Claim, provided You (a) promptly notify Archonet of the IP Claim, (b) give Archonet sole control of the defense and settlement of the IP Claim, and (c) promptly provide Archonet with any assistance and cooperation requested by Archonet in connection with the defense and settlement.

11.1.2.

These defense and payment obligations do not apply if (i) the IP Claim arises from, or is based on, the use or combination of the Covered Offering with any software, hardware, data, material, or service not provided by Archonet, (ii) the IP Claim covers any method or process not fully embodied in the Covered Offering, (iii) there is available an Update or Upgrade that avoids the infringement alleged in the IP Claim, or (iv) You have been in breach of these Terms.

11.1.3.

If Archonet receives information about an infringement claim related to any Offering, Archonet may, in its discretion, (1) modify or replace the Offering, (2) obtain a license for Your continued use of the Offering, and/or (3) terminate Your subscription for the Offering and refund any prepaid fees covering the remainder of the Offering Term of the terminated subscription.

11.1.4.

This Section 11 states Archonet’s sole obligations and Your exclusive remedy for any infringement of any third-party intellectual property rights.

11.2.1.

You (the Client) will indemnify and hold harmless (and, at Archonet’s request, defend) Archonet, its affiliates, officers, directors, employees, and agents against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by Archonet arising out of or relating to:

11.2.2.

Archonet’s rights under Section 11.2.a are conditional upon Archonet: (i) promptly notifying You in writing of the Claim; (ii) giving You reasonable assistance and cooperation in connection with the defense and settlement, at Your expense; and (iii) allowing You to control the defense and settlement of the Claim, provided that You may not settle any Claim unless it unconditionally releases Archonet of all liability and does not require Archonet to admit any wrongdoing or take (or refrain from taking) any action, without Archonet’s prior written consent, which shall not be unreasonably withheld. Archonet shall have the right to participate in the defense at its own expense.

12.2.1.

Archonet may terminate (or disable or suspend Your access to and use of) any or all of Your subscriptions or other Offerings, or terminate these Terms and Your account, if (a) You have no current paid subscriptions; (b) You have failed to timely pay any amounts (including fees and taxes) owing to Archonet; (c) You (including any of Your Authorized Users) are otherwise in material breach of these Terms and fail to cure such breach within 30 days after written notice of the breach; or (d) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (including an assignment for the benefit of creditor) or commence a process of liquidation.

12.2.2.

These Terms will automatically terminate without further notice or action by Archonet if You go into liquidation. Archonet may also immediately disable or suspend Your access to and use of Offerings and Your Content if Archonet believes in good faith that Your (or Your Authorized Users’) conduct or failure to act, or Your Content, may (i) pose a security risk, constitute illegal activity, or otherwise adversely impact Offerings, systems, or other users, (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections, or (iii) subject Archonet, or its suppliers, resellers, distributors, users, or any similar third parties, to liability.

12.3.1.

Upon expiration or termination of a subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license, Cloud Service access, and Benefits, will end.

12.3.2.

At that time, You will stop all access to and use of the Offering and uninstall any and all copies of materials related to such Offering (including any related Software, Documentation, APIs, or other material from Archonet).

12.3.3.

In connection with the expiration or termination of a subscription, (a) as a convenience to You for some Cloud Services, Archonet shall provide You with a 30 days period in which You may retrieve Your Content after expiration or termination of the Cloud Services, if You are in compliance with these Terms and pay the applicable fees, if any (for example, Archonet’s then-current professional services fees for any assistance Archonet provides), and (b) otherwise, Archonet may delete, without notice, any or all of Your Content, including backup and other copies thereof.

12.4.1.

Upon any termination of these Terms for any reason, (a) Your account and Your subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate, and (b) the effects described above with respect to expiration or termination of a subscription or other Offering will apply to all subscriptions and other Offerings attached to Your account.

12.4.2.

Your payment obligations, Your responsibility for anyone who obtains, accesses, or uses Offerings through You or Your account (including Your Authorized Users) (including the responsibility described in Section 2 (Your Account)), and the following sections of these Standard Terms and Conditions will survive termination for any reason: Section 1 (Definitions); Section 3 (You Own Your Work); Section 5.3 (Use of Third-Party Material and Services); Section 5.5 (Collaboration and Sharing of Your Content); Section 6 (Feedback); Section 7 (Limitations on Use); Section 8 (Confidentiality); Section 9 (Archonet Proprietary Rights); Section 10.2 (Disclaimers); Section 10.3 (Limitations on Liability); Section 11 (Indemnity); Section 12.3 (Effect of Termination of Subscription); this Section 12.4; and Section 13 (Miscellaneous), including Section 13.4 (Governing Law, Jurisdiction & Dispute Resolution)

13.1.1.

Archonet reserves the right from time to time to (a) modify, discontinue, or substitute an Offering (including any Benefits, features, functionality, or supporting services related to the Offering), or (b) add or modify license keys, authorizations or other means of controlling or measuring access to or use of the Offerings.

13.1.2.

Archonet will endeavor to notify You of any major changes to an Offering in the applicable release notes or other Documentation for the Offering.

13.2.1.

To the maximum extent permitted by applicable law, Archonet reserves the right from time to time to (and You acknowledge that Archonet may) modify these Terms. Archonet will endeavor to notify You of any changes to these Terms (“Terms Modification Notice”), including by posting on Archonet website – https://archonet.in/.

13.2.2.

It is your responsibility to regularly check this site for updates, including Terms Modification Notices. Except as otherwise expressly set forth in these Terms, if any modification to the Terms has a material adverse effect on You and You do not agree to the modification, You may reject the modification by notifying Archonet of the rejection within 30 days of the Terms Modification Notice.

13.2.3.

If You reject a modification under these circumstances, (a) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy, or legal compliance reasons, in which case the modification will be effective immediately) until the earlier of (i) the end of the applicable Offering Term, or (ii) 180 days after the Terms Modification Notice; and (b) Your rights to such Offerings, including any related subscription Benefits, will then terminate.

13.2.4.

In the event of such a termination by You, Archonet (or the party from whom You purchased Your subscription) will refund the prorated portion of any prepaid fees applicable to the remaining Offering Term of Your subscription for the affected Offerings after the effective date of termination.

13.2.5.

In any event, if any subscription is renewed or extended, it will be under the then-current Terms. Notices by You or Archonet will be provided as set forth below, except that You may also provide Your notice of rejection via email (within the 30-day period described above) to the following email address info@archonet.co, or in any other manner specified in the Terms Modification Notice.

13.2.6.

You acknowledge that Your commitments with respect to the Offerings and subscription Benefits are not contingent on delivery of future features or functionality (or oral or written statements about future features or functionality).

13.3.1.

These Standard Terms and Conditions shall be interpreted and governed in all respects by the Laws of India and the courts of Mumbai alone and no other courts shall be entitled to entertain and try any dispute or matter relating to or arising out of these Standard Terms and Conditions.

13.3.2.

If any dispute arises between the Client and Archonet during the subsistence of these Standard Terms and Conditions or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of these Standard Terms and Conditions, the dispute shall be referred to a sole arbitrator who shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

13.3.3.

The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 or any amendments thereto.

13.3.4.

The seat and place of arbitration will in be Mumbai, India

13.3.5.

The proceedings of arbitration shall be in English language.

13.3.6.

The arbitrator’s award shall be substantiated in writing. The arbitrators shall also decide on the costs of the arbitration proceedings.

13.3.7.

Both the Parties shall submit to the arbitrator’s award and the award shall be enforceable in any competent court of law.

13.4.1.

Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, pandemic, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts or orders of civil and government authorities and severe weather (“Force Majeure”).

13.4.2.

The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

13.5.1.

Archonet reserves the right to verify Your compliance with these Terms and may, at its discretion, do so by providing you with a report regarding Your noncompliant use of Offerings and/or by conducting a remote or on-site audit (any such action, a “Verification”).

13.5.2.

If a remote or on-site audit is required, Archonet or its representative will provide You electronic written notification. You must use an Archonet-approved tool to gather information from all devices accessing Your Offerings and obtain any necessary access and consent from Your Authorized Users.

13.5.3.

Within 15 calendar days of audit notification, You must submit Your audit results to the notifying party. Audit results must include machine IDs, serial numbers, Archonet IDs, NT/Windows username, device ID and other information relating to Your Offerings.

13.5.4.

If, through a Verification, Archonet determines You are in violation of these Terms, You must immediately purchase new Offerings at least equal to the total of the value of the identified noncompliance and Archonet’s reasonable costs to complete the Verification.

13.5.5.

Failure to comply with this Section 13.5 is a material breach of these Terms. Archonet reserves the right to suspend and/or terminate Your access to Offerings as set forth in Section 12.2 (Archonet’s Right to Terminate or Suspend a Subscription or Account) above, as well as to seek any other remedies available at law or in equity as set forth in Section 13.4 (Governing Law, Jurisdiction & Dispute Resolution) above.

13.8.1.

Any notices by You to Archonet will be sent by postal mail or delivery service to Archonet Private Limited, 9, Bileshwar Krupa, Chittranjan Das Road, Ram Nagar, Dombivli, Thane, Maharashtra, India, 421201, Attention: Director. Such notices will be effective when received by Archonet.

13.8.2.

Except as otherwise expressly stated in these Terms any notices by Archonet to You will be provided (a) by email to the registered email address associated with Your account, (b) by posting to Your account, (c) by posting within an Offering (for example, through an in-Offering notification function or sign-in notification), (d) by postal mail or delivery service to the address associated with Your account, or (e) in any other manner deemed reasonable by Archonet that involves specific notification to You.

13.8.3.

Notices from Archonet to You will, (i) in the case of notices by email, be effective one day after being sent and (ii) in the case of other notices, five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address set forth on Your Customer Information Form (or, if no Customer Information Form has been provided, Your last address known by Archonet) if so permitted by applicable law.

14.1.1. Included:

• Assistance with issues during installation or initial access (if applicable).
• Clarification on standard features and functionalities of Offerings.
• Troubleshooting and resolving errors or bugs within the Offerings that prevent it from performing substantially.
• Assistance with issues related to platform availability (if hosted by Archonet).

14.1.2. Excluded:

• Training beyond the initial onboarding session.
• Support for issues arising from client hardware, software, network, or internet connectivity.
• Support for issues caused by client misuse, unauthorized modifications, or use contrary to these Standard Terms and Conditions.
• Support for issues related to data input errors or client-specific data interpretation.
• Development of new features or customizations.
• Support for issues arising from Third-Party Material/Services.

14.2.1.

Primary Channel: please contact info@archonet.co

14.2.2.

Availability Hours: 10:00 AM to 6:00 PM IST, Monday through Friday, excluding public holidays observed in Mumbai, India.

14.3.1.

Client Responsibility: The Client should designate 1-2 primary contacts for submitting support requests and should provide detailed information (description, steps to reproduce, impact) for each request.

14.3.2.

Response Time (Acknowledgement): Within 2 Business Days with resolution time-lines

14.4.1.

Updates: As part of the active subscription and included within the Subscription Fee, Archonet will provide the Client with Updates to the Offerings as and when they become generally available. Updates may include, but are not limited to, security patches, bug fixes, performance enhancements, and modifications reflecting changes in relevant government notifications, circulars, or regulatory amendments applicable to the Software’s scope. Archonet determines the content and timing of all Updates in its sole discretion. Updates will typically be applied during Scheduled or Emergency Maintenance windows. The Client agrees to accept and facilitate the implementation of all Updates provided by Archonet.

14.4.2.

Scheduled Maintenance: Archonet may periodically need to perform scheduled maintenance of the Offerings and its supporting infrastructure to apply Updates, perform system checks, or ensure optimal performance and security. Archonet will use commercially reasonable efforts to:

• Provide the Client with at least forty-eight (48) hours prior written notice (which may be provided via email or an in-platform notification) of any scheduled maintenance expected to cause significant platform unavailability.
• Schedule such maintenance during non-peak hours, typically aiming for weekends or late-night hours (e.g., between 10:00 PM IST and 6:00 AM IST), whenever practicable.

14.4.3.

Emergency Maintenance: Archonet reserves the right to perform emergency maintenance at any time, with minimal or no prior notice, if Archonet, in its reasonable judgment, deems such maintenance critical to address an immediate security vulnerability, prevent potential data loss, or resolve an issue causing severe platform instability or unavailability. Archonet will provide notice to the Client regarding such emergency maintenance as soon as reasonably practicable.

14.5.1.

The Client understands and agrees that providing Support Services requires a collaborative effort. The Client commits to providing full, timely, and reasonable cooperation to Archonet in all matters relating to the provision and receipt of Support Services.

14.5.2.

Where reasonably required by Archonet to perform Support Services and subject to prior agreement and adherence to Section 4 (Data Protection, Privacy and Security), the Client shall provide Archonet’s support personnel with necessary access to its relevant systems, personnel, and information.