Maplytics Terms of use

Welcome to Maplytics. This Maplytics App is operated by Inogic Tech (India) Private Limited, having its registered office at B-301, Everest Nivara Infotech Park, Plot No. D3 TTC Industrial Area, MIDC, Turbhe, Navi Mumbai-400705 (hereinafter referred to as “Company”, “Service Provider”, “We”, “Us”, “Our”). The App offers Services (as defined below) to any or all legal entity(ies) duly registered with the Service Provider and is using any or all of part of such services provided by the Service Provider (“Customers”).

These Terms of Use (“ToU”) constitute an electronic record as per the applicable laws. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This ToU provides for the terms and conditions by which We offer You to access to use Our App and Services. By using Our Services, You agree to be bound by this ToU, including those additional terms and conditions and policies referenced herein.

1. Definitions

1.1 “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this ToU; and (ii) for whom access to the Services has been purchased under the relevant Customer Order Form.

1.2 “Confidential Information” shall mean any and all technical and non-technical information, documentation, or knowledge and whether or not specifically labelled or identified as “confidential,” in any form, relating to the business and assets of the Parties or its clients, vendors, consultants, employees of the Discloser, not generally known to public, disclosed to, or which may be obtained directly or indirectly, by the Receiver, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to the Discloser’s present and contemplated products and services, product designs, inventions, improvements, standards, specifications, systems, methods and operating procedures, merchandising, marketing plans and strategies, tests and reports, profits and costs, pricing, software, products, technology, product sourcing and sales policies and strategies, preferences of the present as well as prospective Customers of the Discloser, their names and addresses, know-how data, research and development, patents, trademarks, copyright, licenses and intellectual property rights and shall also include the terms of this ToU.

1.3 “Cookies” shall mean a piece of information stored by a web server on a web browser. The information can later be tracked back from a particular browser and it is useful for enabling the browser to remember information specifically related to a given Authorized User(s). Cookies allows the Service Provider to serve the Customer better and more efficiently.

1.4 “Customer Order Form” shall mean a document containing the details of Customer’s contact information including contact and billing address along with the term of subscription, the Subscription Plan details to be purchased by the Customer(s), and the payment terms and subscription amount and other such terms as are mutually decided by the Parties. The terms mentioned in the Customer Order Form shall form part of this ToU. In any event, wherein there is an inconsistency between a Customer Order Form and the ToU, the Customer Order Form shall prevail.

1.5 “Documentation” shall mean the electronic guides and/or user documentation relating to the Services provided by the App available at docs.inogic.com.

1.6 “Maplytics” or “App” shall mean a SaaS (defined below) app provided by the Service Provider to its Customer(s) created for Microsoft Dynamics 365 CRM to integrate with Bing Maps/ Azure Maps/ MapBox/ Open Street Maps or any other map provider. This application enables users across all sectors to visualize geographic data, optimize routes, schedule appointments, perform proximity searches, create heat maps, and manage territories amongst other.

1.7 “Parties” shall mean collectively the Company and the Customer.

1.8 “Party” shall mean each the Company or the Customer, as applicable.

1.9 “SaaS” shall mean “Software as a Service” which allows Customer’s Authorized User(s) to connect to and use cloud-based apps over the Internet.

1.10 “Services” shall mean the services provided through Maplytics which enable Customers across all sectors to visualize geographic data, optimize routes, schedule appointments, perform proximity searches, create heat maps, and manage territories through the visual interface or MapCopilot the chat interface to improve sales, streamline business processes, and engage with the right Customers at the right time. Services shall include any updates, enhancements, new features, and/or the addition of new web properties and the same shall be subject to the ToU.

1.11 “Subscription Plan” shall mean the plan selected by the Customer for availing the Services under this ToU as provided under the Customer Order Form, which shall (i) provide access to the Services for not less than five (5) Authorized Users, and (ii) be subscribed for a minimum committed period of six (6) months.

1.12 “Taxes” shall mean all taxes, levies, duties, fines or similar government assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to state or local sales, use, property, excise, service or similar taxes, in any way connected with this ToU.

1.13 “Transaction” shall mean all calls made to Bing Maps / Azure Maps / MapBox / Open Street Maps or any other map provider API for providing the map related services in the App.

2. Registration

2.1 The Authorized Users of the Customer shall provide all relevant details required by the Service Provider by filing in the details as required on the App in order to register with Maplytics and avail the Services. Subsequent to filling in the required details the Authorized Users shall click on ‘Activate’ to proceed. These ToU shall be binding on the Customer and its Authorized Users immediately upon the successful registration of the Customer. At all times during the Term of this ToU, the Services, will be provided in accordance with the Documentation.

2.2 The Customer shall be solely responsible for verifying and ensuring that each Authorized User has attained the age of majority as prescribed under applicable laws prior to granting such Authorized User access to the Services. The Service Provider shall have no liability in this regard.

3. Free Trial Period

3.1 The registration period of the Customer will start with the free trial. The free trial period of the Customer usually lasts for fifteen (15) days from the date of registration with Maplytics (“Trial Period”) unless a further extension of such free Trial Period is sought by the Customer and granted by the Service Provider solely at its discretion. During the Trial Period, the Customer may access and use the Services without any charge.

3.2 The eligibility of the Customer(s) to avail the free trial is to be determined by the Service Provider at its sole discretion in order to prevent free trial abuse. The Service Provider reserves the right to revoke the free trial and put the Customer’s account on hold or terminate such free trial in the event there is a violation of any of the terms of these ToU by the Customer(s).

3.3 The Services shall automatically cease upon the expiry of the Trial Period, including any extension thereof, as may be applicable. In the event the Customer wishes to continue availing the Services thereafter, the Customer shall execute a Customer Order Form with the Company as per the process prescribed under Clause 5 below, and access and use the Services in accordance with the Subscription Plan selected by the Customer.

4. Term

The term of this ToU shall commence immediately upon the Customer(s) successfully registering on the App and shall remain in full force until (“Term”):

The free Trial Period of fifteen (15) days provided to the Customer(s) has expired, unless a further extension of such free Trial Period is sought by the Customer(s) and granted by the Service Provider solely at its discretion.
The Subscription Plan purchased by the Customer(s) has expired.
The Subscription Plan purchased by the Customer(s) has been terminated/ cancelled by the Service Provider as mentioned under Clause 20 of this ToU.

5. Purchase, Pricing, Invoicing and Payments

5.1 Purchase: The procedure to purchase a Subscription Plan is as follows:

Post completion of the Trial Period, the Customer(s) shall download the Customer Order Form available on the App or sent by the Service Provider and return the same via e-mail to the Service Provider after filing all the required information.
Pursuant to the receipt of the duly completed Customer Order Form, the Service Provider shall issue an invoice to the Customer(s) along with payment instructions.
The Subscription Plan shall commence immediately upon payment of such invoiced amount by the Customer.

5.2 Pricing: Pricing is based on the Subscription Plan chosen by the Customer(s) in the Customer Order Form (“Fees”). The Fees shall be such amount as agreed by the Parties under the Customer Order Form. The Customer(s) will be required to pay for the Subscription Plan on a prepaid basis within fifteen (15) days from the date of the invoice or such other period as provided under the Customer Order Form to complete the purchase. The Service Provider reserves the rights to charge additional amounts over and above the aforementioned charges mentioned under the Customer Order Form, in the event the Customer(s) exceeds the usage limit as prescribed in Annexure – A of this ToU and/ or the relevant Customer Order Form. A notice of seven (7) days shall be provided to the Customer(s) to pay any additional amount as may be invoiced by the Service Provider in respect of the Customer(s) exceeding the usage limit as prescribed in Annexure – A of this ToU. In the event of non-payment of such additional charges by the Customer(s), the duration of the Subscription Plan shall accordingly be adjusted on a pro-rata basis by the Service Provider.

5.3 Invoicing and payments:

Invoice(s) shall be raised upon the receipt of the duly completed Customer Order Form from the Customer(s) and the amount is calculated on the basis of Subscription Plan (number of Authorized Users, duration) chosen by the Customer. The Customer may add additional Authorized Users at any point during the Subscription Plan by revising and resubmitting the Customer Order Form by sending email to the Company and the Customer will be charged on pro-rata basis for the remaining period of the Subscription Plan. All payments made by the Customer(s) shall be non-refundable, except in such cases, wherein a fault has been detected in Maplytics and such a fault cannot be satisfactorily addressed by the Service Provider. Even in case of a Customer(s) choosing to decrease the number of Authorized Users during the Subscription Plan, no amount shall be refunded nor shall the duration of the Subscription Plan be extended or adjusted on the pro-rata basis. The invoiced amount may be quoted in Indian Rupees, United States Dollar or Euro depending upon the location of the Customer(s) which the Customer(s) agrees and undertakes to pay within fifteen (15) days from the date of issue of the invoice or such other period as provided under the Customer Order Form in order to complete the payments.
All Fees and other amounts payable by Customer under this ToU are exclusive of Taxes and similar assessments. Customer is responsible for all sales, use, and excise Taxes, and any other similar Taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer hereunder.

6. Use of App and/or Services

6.1 Subject to the obligations and restrictions under these ToU, the Customer may use the App in the following manner:

To access the details of the Services; and
To avail the Services during the Trial Period and/ or post subscription.

6.2 The Customer may access Maplytics and avail all the Services through its Authorized Users within Dynamics 365 CRM through all the supported web browsers, including Chrome, Firefox, and Safari and mobile operating system including iOS and android subject to compatibility and technical requirements prescribed by the Company from time to time.

6.3 The Service Provider has integrated and made available an artificial intelligence (AI)-based chatbot feature (“AI Chatbot”) as part of Maplytics, enabling the Authorized Users to interact with automated systems for the purposes of obtaining information, assistance, or support in relation to the App and its Services. In order to access and use the AI Chatbot, the Customer/ Authorized Users shall independently obtain and maintain, at their own cost, the necessary subscriptions, licences, or access rights from the relevant third-party AI tool provider(s) and such services shall be subject to the policies of such third party AI tool provider(s).

6.4 In connection with the Authorized User’s use of Maplytics and/or Service, the Customer shall ensure that the Authorized Users will not share on or through Maplytics, or while using the AI Chatbot (if applicable) integrated with Maplytics or while using the Services, or while raising grievance through the email or App (“Communication Function”), Content that:

is threatening, abusive, harassing, stalking, or defamatory;
contains deceptive, fraudulent, false or misleading information;
is intended to deceive or mislead the Service Provider about the origin of such messages or knowingly and intentionally is used to communicate any information which (i) is patently false or grossly offensive or menacing/misleading in nature but may reasonably be perceived as a fact; or (ii) harass Service Provider for financial gain or to cause any injury to any person;
violates any applicable law, statute, ordinance or regulations;
is invasive of another person’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent or unlawful material;
threaten the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
has politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
contains hate speech, whether directed at an individual or a group, and whether based upon the race, disability, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
infringes a third party’s intellectual property right(s), including copyright, trademark, privacy, publicity or other personal or proprietary right, unless the Authorized Users have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
downloads any file that the Authorized User knows, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits another Authorized Users from using and enjoying Maplytics or Services;
violates the usage standards or rules of an entity affected by the Authorized User’s use, including without limitation any Internet Service Provider (ISP), Email Service Provider (ESP), or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail).

6.5 The Customer shall ensure that its Authorized Users at all times ensure full compliance with the provisions of applicable laws. The Communication Function is intended solely to facilitate general informational interactions and is not designed, intended or required for the collection, processing or storage of personal information. Accordingly, Authorized Users are advised not to submit, upload, disclose or otherwise share any personal information, sensitive personal information, Confidential Information or any other data about an individual who is identifiable by or in relation to such data (“Sensitive Information”) while using the Communication Function. The Company does not anticipate or require Authorized Users to provide any Sensitive Information through the Communication Function. The Authorized Users shall be solely responsible for ensuring that any information submitted through the Communication Function does not contain Sensitive Information or other information that they are not authorized to disclose. To the extent any Authorized User voluntarily provides any Sensitive Information through the Communication Function, such disclosure shall be at the Authorized User’s own risk and the Company shall not be responsible for any consequences arising from the Authorized User’s submission of such information, except as required under applicable law.

6.6 Shared Responsibilities. Customer acknowledges that the Services may be implemented in a manner that divides the Services between the Customer cloud environment and the Company cloud environment, and that, in such instances, each Party must undertake certain technical and organizational measures in order to protect the Services and Content uploaded on App.

7. Contents Posted on the App

7.1 The Customer and its Authorized Users agree to grant the Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights the Customer has in his/her information posted on the App, in any media now known or not currently known, with respect to his/her information, the Customer supplies the Service Provider while registration or through its App or Communication Function (cumulatively the “Content”), so that the Service Provider is not violating any rights the Customer might have in Content, while rendering the Services. The Service Provider shall be entitled to use the Content or any of its elements for providing Services and for any type of use, and in any media whether now known or hereafter devised, including the creation of derivative works that may include the Customer, provided any personally identifiable information will be used consistent with Service Provider’s privacy policy available at https://www.maplytics.com/privacy-policy/ (“Privacy Policy”).

7.2 The App is packaged in a way that it is deployed locally on Customer environment. No data or processes are being stored or executed on the Company’s server. The Company does not have any access to any data. The address information from Customer data is sent to Bing Maps/ Azure Maps API for the purpose of performing the locational operations requested in the App. This is covered under the privacy laws of the Bing/ Azure Maps.

7.3 The Service Provider reserves the right, but have no obligation, to monitor, store or review, the Content posted on the App or shared through the Communication Function.

7.4 Notwithstanding anything contained herein, THE USER REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE USER INFORMATION USER POST ON THE APP AND IN THE USER’S PRIVATE MESSAGES shared through the Communication Function.

7.5 Customer agrees that Company will have the right to generate aggregate/ anonymous data from the Content, which the Company may use for any business purpose at any time (including without limitation to develop and improve Company’s products and Services and to create and distribute reports and other materials), in compliance with Company’s Privacy Policy. The Company disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material including the Content.

7.6 Company disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the internet through the App and/or Services.

7.7 THE CUSTOMER UNDERSTANDS AND AGREES THAT THE AUTHORIZED USER’S USE THE APP AND SERVICES AT HIS/HER OWN DISCRETION AND RISK AND THAT THE AUTHORIZED USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THE AUTHORIZED USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL OR DATA.

7.8 SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE CUSTOMER. THE CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

8. License

8.1 Subject to the compliance of terms and conditions laid down in the ToU, Service Provider hereby grants the Customer(s) and its Authorized Users, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, download, install, and use Maplytics and Documentation via Service Provider’s App source listing on Microsoft appsource (https://marketplace.microsoft.com/en-us/product/inogic.f6f3c73f-29de-4fa8-a396-87ea8a07b6c4?tab=Overview or https://appsource.microsoft.com/embed/en-us/product/dynamics-365/inogic.f6f3c73f-29de-4fa8-a396-87ea8a07b6c4?tab=Overview), Service Provider’s website (http://www.inogic.com/product/integrations/maplytics-bing-map-microsoft-dynamics-crm), Maplytics website (https://www.maplytics.com/maplytics-download) or through the website(s) or app(s) of other authorized third parties during the relevant Term as mentioned in Clause 4 of the ToU. Customer’s and its Authorized Users’ access to and use of Maplytics may be subject to certain limitations provided to the Customer(s) by the Service Provider in writing under these ToU or otherwise or arising from or connected to the third party services or otherwise. Such access and use are limited to Customer’s internal business purposes only in connection with its use of the Services. The total number of Authorized Users will not exceed the number set forth in the Customer Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder as per the terms of this ToU.

8.2 Reservation of Rights. The Company reserves all rights not expressly granted in this ToU. The App and Services are protected by copyright and other intellectual property laws. No rights will be granted or implied by waiver or estoppel. Rights to access or use Services do not give Customer any right to implement Company’s patents or other intellectual property in the App itself or in any other software or devices.

9. Obligations of the Customer

9.1 It is the responsibility of the Customer(s) to provide such information as and when requested by the Service Provider, in order to be able to use the Services provided by the Service Provider on Maplytics.

9.2 Customer(s) shall be responsible for obtaining, deploying and maintaining the Customer’s internal website, servers and other equipment and software used in Customer’s business necessary to access and use Services provided by the Service Provider on Maplytics and to pay the third party fees and access charges, if any, incurred in connection with the foregoing.

9.3 Customer acknowledges that, prior to accepting the ToU, it has checked that the App is suitable for its needs and that the Company has provided Customer with all information and advice as required by the Customer. Customer hereby declares that it has the hardware and the means of connection that are compatible with the configuration required for the use of the App and that it has the technical knowledge and the skills necessary to use the App.

9.4 Customer shall and shall ensure that its Authorized Users use the App in accordance with applicable laws and regulations and the provisions of the ToU, and not to breach the intellectual property rights of the Company or of any third party. The Customer must follow the instructions given by the Company and meet the technical pre-requisites featured in the Documentation relating to the App. The Customer must inform the Company about any potential incident or malfunction when accessing and/or using the App.

9.5 Use of App: Customer(s) shall ensure that its Authorized Users are made responsible for the following actions while using Maplytics:

to abide by all the local, state, national and international laws and regulations applicable to the use of Maplytics;
not to use Maplytics for illegal, fraudulent, unethical or inappropriate purposes;
not to interfere with any Maplytics security or interfere with others ability to access or use Maplytics;
not to interfere with another person’s use and enjoyment of Maplytics;
not to use Maplytics in any manner that impairs Maplytics;
not to distribute, promote or transmit through Maplytics any unlawful, harmful, obscene or otherwise objectionable material of any kind or nature, or any material that encourages conduct that could constitute a criminal offense or give rise to civil liability under any law for the time being in force;
to access and use Maplytics only in accordance with the instructions provided by the Service Provider;
to not use the Services and the Documentation for any purposes beyond the scope of the access granted in this ToU. Customer shall ensure that the Authorized Users:
1. do not indulge in acts which are detrimental to the interest of the Service Provider;
2. do not decipher, reverse engineer, decompile, disassemble or otherwise attempt to discover or derive or gain access to any software components of the Services, including object code, source code or underlying ideas, data files, or algorithms of Maplytics;
3. do not copy, modify, translate, or create derivative works based on any element of Maplytics or any related documentation;
4. do not rent, lease, lend, distribute, sell, resell, license, sub-license, distribute, publish, assign, or otherwise transfer its rights to use Maplytics;
5. do not use Maplytics for time-sharing purposes or otherwise for the benefit of any person or entity other than for the benefit of the Customer;
6. do not use the App and/or Services to store or transmit malicious code;
7. do not use Maplytics for any purpose other than its intended purpose;
8. do not to transmit any chain letters or unsolicited commercial or junk email to other Customers via the App and/or Services;
9. do not to attempt to gain unauthorized access to the App and/or Services;
10. do not to make the App and/or Services available to anyone other than Authorized Users;
11. do not interfere with or disrupt the integrity or performance of Maplytics;
12. do not introduce any open-source software into Maplytics;
13. do not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic devices, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the App, or in any way reproduce or circumvent the navigational structure or presentation of the App, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the App. We reserve Our right to bar any such activity;
14. do not attempt to gain unauthorized access to any portion or feature of the App, or any other systems or networks connected to the App or to any server, computer, network, or to any of the Services offered on or through the App, by hacking, password mining or any other illegitimate means;
15. do not attempt to gain unauthorized access to Maplytics or their related systems or networks;
16. do not pursue a patent, copyright, trademark, trade secret or any other intellectual property rights protection with respect to Maplytics, content or data contained in or provided through Maplytics or Maplytics Services, or derivatives thereof;
17. do not have perpetual use of any portion of Maplytics, content or data contained in or provided through Maplytics, or derivatives thereof.

10. Third Party Offerings, Products and Integrations

10.1 Microsoft Dynamics 365 CRM: As a condition precedent to use the Services provided on Maplytics, the Customer is required to:

enter into an agreement with Microsoft Dynamics 365 CRM for the use of the applicable services offered by Microsoft Dynamics 365 CRM;
download all the necessary apps or software for such use;
abide by the terms and condition of the Microsoft Dynamics 365 CRM;
hold the Service Provider harmless in respect of any claims or liability for any data submitted, stored, posted, displayed, exchanged or transmitted by or on behalf of Customer and received and analyzed by Microsoft Dynamics 365 CRM, as hosted by the Customer or Microsoft Dynamics 365 CRM.

10.2 In addition to the above, the Company may display any third party services on the App to enhance functionalities (“Third Party Resources”). Such Third Party Resources may include, without limitation, the following:

Azure Map/Bing Maps
API/ Map Visuals

10.3 Use of Azure Map/Bing Maps: Maplytics uses the services of Azure Maps/Bing Maps and therefore, the Customer shall:

abide by and be subject to the terms of use and policies of Azure maps/Bing Maps; and
hold the Service Provider harmless in respect of any claims or liability for any data submitted, stored, posted, displayed, exchanged or transmitted by or on behalf of Customer and received and analyzed by Azure Map/ Bing Maps, as hosted by the Customer or Azure Map/Bing Map.

10.4 Compliance with Third Party terms and conditions: The Customer agrees that it is in compliance of all agreements, terms, conditions and policies of Microsoft Dynamics 365 CRM, Azure Map/Bing Map or any other third party offerings or services that are applicable to use Services rendered by the Service Provider and is bound by the same.

10.5 The Company does not make any representations or warranties with respect to such Third Party Resources. We do not control, endorse, guarantee, or assume responsibility for the content, products, services, privacy practices, or policies of any third-party website or advertisers. Further, the Company is not responsible for the practices employed by these third parties linked to or from the Services or App, including the information or content contained therein. Authorized Users’ interactions with any third-party are solely between Authorized Users and such third-party. Any transactions, communications, or engagement that Authorized Users undertake with such third-parties shall be at Authorized Users’ own risk, and the App shall not be liable for any loss, damage, or claim arising out of or in connection with such transactions. Such third-party services are subject to and governed by that third party’s own rules, policies, and practices, and not these ToU. We recommend that Customer and Authorized Users review the applicable terms and privacy policies of any third-party website Authorized Users choose to use or visit through the App.

11. Representations, Warranties and Disclaimers

11.1 Representation and warranties by Customer

The Customer represents and warrants that:

the Customer is duly organized, validly existing capacity to contract under applicable law, competent and eligible to enter into legally binding agreements and the Authorized Users shall have the capacity to use Services on behalf of the Customer.
it has full power and authority to enter into this ToU and to perform its obligations hereunder.
its acceptance of and performance under this ToU shall not breach any agreement with any third party.
the Customer is liable for all uses of the Services and Documentation resulting from access provided by Customer to the Authorized Users, directly or indirectly, whether such access or use is permitted by or in violation of this ToU. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this ToU if taken by Customer will be deemed a breach of this ToU by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this ToU’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

11.2 Representation and warranties by Service Provider

Service Provider represents and warrants that it has the authority to enter into this ToU and perform its obligation hereunder.
Maplytics provides Customers an electronic platform which can be used as per these ToU. In this regard, the Service Provider does not guarantee, represent or warrant the Customer that:
1. The use of Maplytics or the Services provided on Maplytics will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data.
2. The Services provided on Maplytics will meet the Customer(s) requirement or expectations.
3. The quality of any information or other materials obtained by the Customer through Maplytics will be accurate.
4. The server(s) used by Maplytics and the Services provided on Maplytics are free of viruses or other harmful components. Service Provider shall not be responsible for the delays or other damages resulting from such problems. Customer shall be solely responsible for any damage to the Customer’s systems or loss of data that results from the use of the Services provided on Maplytics or Third Party Resources.
5. The results that may be obtained from the use of the service will be accurate or reliable.
6. Service will be in conformity with the conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

11.3 Service Provider is using AI technology to provide certain features on Maplytics, and Service Provider do not warrant or guarantee the complete accuracy of such features as the AI technology is new and evolving. By accessing or using Maplytics and/or any features powered by such third party AI tools, the Customer expressly agrees to comply with and be bound by the applicable terms, conditions, policies, and usage guidelines of such third party AI provider, as may be in force from time to time. The Customer’s Authorized Users’ continued use of such AI tool shall constitute deemed acceptance of such third party terms governing any such AI tool made available through the App. If Authorized Users opts for any features of the App or Services that use generative AI technology, the Customer shall ensure that such Authorized Users shall use those features as per the respective terms of such third party AI provider and terms provided under the Annexure B of this ToU.

11.4 Maplytics shall not be liable to any person in connection with any damage suffered by any person as a result of any Customer or its Authorized Users’ conduct.

12. Errors, Inaccuracies and Omissions

Occasionally there may be information on Maplytics or in the Service that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, promotions, offers, timings, and slot availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel Services if any information in the service on Maplytics is inaccurate at any time without prior notice. Service Provider undertake no obligation to update, amend or clarify information in the service, including without limitation, pricing information, except as required by law.

13. Security

The transactions on Maplytics are secure and protected. Any Information entered by the Customer(s) when transacting on Maplytics is encrypted to protect the Customer(s) against unintentional disclosure to third parties. The Customer’s credit or debit card information is not received, stored or retained by the Service Provider in any manner. This information is supplied by the Customer(s) directly to the relevant payment gateway which is authorized to handle the information provided and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.

14. Cookies

The Service Provider may use Cookies to improve its level of service to the Customer(s). The Customer(s) can configure its browser to alert the Customer(s) when the site is attempting to send a Cookie to the Customer(s). The Customer(s) can check its hard drive for the cookie files on the “cookies.txt” file in the hard drive of the Customer’s PC or under “magic cookies” on a Macintosh.

15. Intellectual Property Rights

15.1 Unless expressly agreed to in writing, nothing contained herein shall give the Customer(s) or its Authorized User, a right to use any of the Service Provider’s and/or its partner’s intellectual property including Maplytics, Documentation, websites, trade names, proprietary software, source code, object code, algorithms, user interfaces, layouts, themes, trade dress, databases, compilations, icon libraries, know-how, Confidential Information, Content, questions, answers, solutions, reports, analytics, maps, images, audio-visual content, text, data, brand names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports, images, and other distinctive brand features, any other materials furnished or made available by the Service Provider, all modifications and enhancements thereof, all suggestions, ideas and feedback proposed by the Customer regarding Maplytics and the Services provided on Maplytics, including all intellectual property rights in each of the foregoing (“Service Provider IP”). All Service Provider IP are the property of the Service Provider. Maplytics is created by the Service Provider, the Service Provider shall be the exclusive owner of all the Service Provider IP.

15.2 No Service Provider IP or any other materials available on Maplytics may be used, stored, and transmitted by any means (including but not limited to electronic, mechanical, scanning, photocopying or recording) without prior written permission of the Service Provider. The Service Provider makes no representations or warranties that any use of the information contained on Maplytics will not infringe any such intellectual property right of any third party.

15.3 The Customer(s) shall and shall ensure that its Authorized Users do not use any of the Service Provider IP in any manner that is likely to cause confusion among existing or prospective users of Maplytics, or that in any manner disparages or discredits the Service Provider, to be determined at the sole discretion of the Service Provider.

15.4 Rights in Customer Content and Dynamics CRM Data: Any Customer Content which the Service Provider collects and which it may use in an aggregated format is the Service Provider’s property. The Service Provider may use it, in its sole discretion and without any compensation to the Customer, for any legitimate purpose including, without limitation, the commercial sale thereof to third parties. Service Provider may without restriction, share, use, reproduce, license, or otherwise exploit such aggregated data for its business purposes. The Customer hereby further grants to the Service Provider a limited, non-exclusive, royalty-free, worldwide license to use the Customer Dynamics CRM Data and perform all acts with respect to the Customer Dynamics CRM Data as may be necessary for the Service Provider to provide the Services on Maplytics to the Customer. It is agreed between the Parties that all the right, title and interest in any data including statistical and performance information and all the intellectual property related to such information belong to and shall be retained by the Service Provider. The Customer agrees that the Service Provider may use such information and data to the extent and in the manner required or authorized by applicable law or regulation and for purposes of data gathering, analysis and service enhancement and marketing, provide that such data does not identify the Customers Confidential Information.

15.5 All intellectual property rights in and to any Third-Party Resources are and shall remain the exclusive property of their respective owners or licensors. Nothing in this ToU shall be construed as granting, by implication, or otherwise, any ownership rights, license, or interest in any Third-Party Resources to Customers. Such third parties shall retain all responsibility and liability in relation to the accuracy, legality, availability, operation, and content of their respective websites and Third-Party Resources, including any claims arising out of or in connection with intellectual property infringement, regulatory non-compliance, or unlawful or harmful content. Use of any Third-Party Resources is subject to the applicable terms, licenses, or conditions imposed by the respective third parties, and the App does not control or maintain Third Party Resources and expressly disclaims any and all liability in relation thereto and makes no representations or warranties with respect to the ownership, validity, enforceability, or scope of intellectual property rights in such Third-Party Resources.

15.6 The Customer(s) are aware that the Services provided by Maplytics are the creations of their respective owners, and that all intellectual property, including but not limited to copyrights, relating to said Services resides with the said owners, and that at no point does any such intellectual property stand transferred from the aforementioned owners or to the Customer(s). The Customer(s) are aware that the Service Provider merely provides a platform through which the Customer(s) can avail the Services provided by the Service Provider through Maplytics.

15.7 The Customer(s) are further aware that any reproduction or infringement of the intellectual property of the aforementioned owners by the Customer(s) will result in legal action being initiated against the Customer(s) and/ or its Authorized Users by the respective owners of the intellectual property so reproduced/ infringed upon. It is agreed to by the Parties that the contents of this Clause shall survive even after the termination or expiry of this ToU.

15.8 Other than as specified above, neither the App nor any of its contents may be modified or copied in whole or part in any form, including by framing, incorporation into other websites or other publications, or be used to create any derivative work. No links to the App may be included in any other website without Our prior written permission.

16. Limitation of Liability

The Customer(s) can recover from the Service Provider only direct damages up to an amount equal to the subscription Fees paid by the Customers to the Service Provider within a period of last 6 (six) months. Neither Party shall be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption or loss of business information) arising out of or related to the Services mentioned in this ToU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable except in case of breach of Clause 31 (Confidentiality) and Clause 15 (Intellectual Property Rights) and fraud, gross negligence and wilful misconduct.

17. Indemnity

The Customer(s) hereby expressly agrees to defend, indemnify and hold harmless the Service Provider, their respective subsidiaries, affiliates, officers, directors, agents, employees or other partners against any and all claims, liabilities, damages, losses, costs and expenses, including but not limited to (a) breach of any warranties, representations, obligations, covenants, or undertakings under this ToU; (b) the non-fulfilment of any of the Customer’s obligations under this ToU, or arising out of Customer’s infringement of any applicable laws, rules and regulations, including but not limited to intellectual property rights, payment of statutory dues and Taxes, (c) violation of rights of privacy or publicity, (d) loss of service by other subscribers, claims of libel, defamation or infringement of any other right of a third party and including third-party claims based on Customer’s or Authorized User’s (i) negligence or wilful misconduct; (ii) use of Services in a manner not authorized by this ToU; (iii) modifications to the Services made by Authorized Users other than as permitted under this ToU.

18. Updates

The Authorized Users may be required to install updates to Maplytics which it may introduce from time to time. If the Authorized User(s) agrees to download the update, then it is deemed that the Authorized User(s) accordingly also agrees to the changes in the terms and condition, if any.

19. Suspension

If (a) any act, which on the face of it, gives a reasonable apprehension that fraudulent, suspicious, unauthorized acts or activities, as per the ToU or under any law for the time being in force, are committed, have been committed, or about to be committed by the Customer(s) and any Authorized User in the course of access or use of Maplytics (b) there is a violation of these ToU; (c) there is a threat or attack on any of the intellectual property of Maplytics (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (d) the Customer’s/ its Authorized Users’ use of the App and/or Services poses a risk to the App or other Customers of the App and/or Services, the Service Provider, in addition to the other remedies available under any law for the time being in force, shall have the right to suspend the account and Services rendered to Customer(s) as per this ToU without any notice or cause. If the reason for the suspension continues for a period of 7 (seven) days, the Company may proceed, at its sole discretion, to terminate the Customer’s access to the App and/or Services, without prejudice to other remedies that may be available under this ToU or applicable laws.

20. Termination

20.1 This ToU shall remain in full force and effect between the Customer(s) and the Service Provider for the Term.

20.2 Either Party may terminate this ToU without any compensation to the other by giving a written notice sent to the other Party as per the Clause 28 (Notices), of 30 (thirty) days.

20.3 This ToU may be terminated immediately for cause by either Party by giving a written notice in the event the other Party:

has committed material breach of any of the terms and conditions of this ToU and has not cured such breach within a period of thirty (30) days from the receipt of written notice from the Party requesting it to do so;
becomes insolvent or bankrupt;
passes a resolution for voluntary winding up under applicable laws and a petition or other form of application has been filed for such voluntary winding up with before a court or tribunal of competent jurisdiction;
has a petition or other form of application been presented or if presented by any person before a court tribunal of competent jurisdiction for the appointment of an insolvency professional or such other similar officer in respect of such other Party under applicable laws;
assign the benefit of this ToU to any Person, without the consent in writing of the other Party;
admits in writing its inability to pay its debts as they mature;
makes an assignment for the benefit of creditors; and
ceases to function as a going concern or to conduct its operations in the normal course of business.

21. Effect of Expiry/ Termination

21.1 Upon expiry/ termination of this ToU, the Customer’s access to Maplytics shall cease. Customer and its Authorized Users shall delete, destroy, or return all copies of the Confidential Information and Company intellectual property and certify in writing to Company that such information has been deleted or destroyed. The Service Provider shall retain all information processed, stored, or accessed by it in the course of providing the Services, strictly in accordance with the terms of this ToU, Privacy Policy and applicable law.

21.2 No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. In the event the Customer’s account is suspended, restricted, or permanently deleted by the Company as per these ToU or Customer end the subscription in between the subscription period, the Company shall not be liable to refund, repay, or compensate the Customer for any fees, charges, or subscription amounts already paid for the remaining unutilized period of the subscription. The Customer acknowledges and agrees that such suspension or deletion shall result in forfeiture of any unused subscription benefits, without any liability on the Company.

21.3 All sections of this ToU which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnity and limitations of liability.

22. Severability

If any term, provision, part, or clause of this ToU is determined by the court of competent jurisdiction to be repugnant, in contradiction or against/opposed the provisions of any law for the time being in force and such term, provision, part, clause to the extent of such repugnancy, contradiction, opposition is held to be invalid, void or unenforceable, then such term, provision, part, section to the extent of its invalidity, voidability, unenforceability shall be deemed to be severable and independent of the other terms, provisions, parts, clause of this ToU without causing any prejudice to the scope and intention of this ToU.

23. Grievance Redressal

Any complaints with regards to use of Maplytics may be taken up with the grievance officer appointed by Service Provider (“Grievance Officer”). The details of the Grievance Officer are as follows:

Grievance Officer: Dinesh Multani
Email: sales@inogic.com

The Grievance Officer shall acknowledge and dispose of such complaints within a time period as prescribed under the applicable laws.

In case the Customer approaches the Service Provider in relation to the grievance with third party service provider in relation to the Third Party Resources available on Maplytics, the Service Provider shall promptly transfer any complaints it receives from Customers to the Third Party Resources and the same shall be addressed by the Third Party Resources in accordance with their policies.

24. Dispute Resolution

Any dispute arising out of or in connection with this ToU shall be governed by the laws of India and referred to Arbitration as per the MCIA Rules. The Arbitration shall be conducted by a sole arbitrator, to be appointed by the Service Provider. The seat of the arbitration shall be the city of Mumbai in the state of Maharashtra, India. The language to be used in the arbitral proceedings shall be English.

25. Applicable Law and Jurisdiction

Any matter arising out of, access or use of Maplytics by the Customer(s) either during free trial or during Subscription Plan, including any dispute, shall be governed and construed by the laws in force in the territory of India and shall exclude any other law enforceable in any other state to the extent of its repugnancy. Subject to the foregoing, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction.

26. Publicity

The Service Provider has the right to reference and use the Customer(s) name and trademarks in the business development and marketing efforts by the Service Provider, unless the Customer(s) notifies the Service Provider in writing that the Customer(s) does not grant the Service Provider such rights within thirty (30) days of Customer(s) acceptance of the ToU.

27. Waiver

Any delay or failure of either Party to exercise a right or remedy will not constitute waiver of such right or remedy or of any other right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

28. Notice/ Written Communication

28.1 By the Customer(s): Customer(s) may send written communication to the Service Provider in relation to any problem being faced the Customer(s) while using Maplytics. The Customer(s) shall send the e-mail at billings@inogic.com or shall send the same to the registered office of the Service Provider with regard to any problem being faced by the Customer(s) in relation to Maplytics.

28.2 By the Service Provider: The Service Provider shall provide the notice to the Customer(s) at the e-mail address specified by the Customer(s) while registering with Maplytics. The notice provided to the Customer(s) via e-mail shall be deemed to be sent and received on the transmission date of the e-mail.

29. Non-solicitation

The Customer(s) agree that so long as the Subscription Plan remains in effect and for a period of 2 (Two) Years following the last Subscription Plan hereunder to terminate or expire, the Customer will not solicit for employment the employees of the Service Provider without the Service Provider’s written consent.

30. Export

The Services rendered to the Customer(s) by the Service Provider through Maplytics is subjected to laws regarding export and import in India, including but not limited to the Foreign Exchange Management Act, 1999 and the regulations made thereunder by Reserve Bank of India. Customer agrees to comply strictly with all applicable export laws. The Customer(s) acknowledges and agrees that none of the underlying information, software, or technology of Maplytics may be used, transferred or otherwise exported or re-exported to countries as to which the India maintains an embargo or residents of those countries, who constitute to be an ‘alien enemy’ under Indian Contract Act, 1872. The lists of embargoed countries and alien enemies are subject to change without notice. By using Maplytics, the Customer represents and warrants that the Customer is not located in, under the control of, or a national or resident of an embargoed country or is an alien enemy. Maplytics may use encryption technology that is subject to certain standards and rules, prescribed by the Central Government under Section 84A of the Information Technology Act, 2000.

31. Confidentiality

31.1 During the Term and for a period of 2 (two) years thereafter, the Parties shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than for the implementation of this ToU or unless required by law. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employee(s) or agent(s) in violation of the terms of this ToU. A receiving Party will not use the disclosing Party’s Confidential Information except as permitted under these ToU or to enforce its rights under the ToU and will not copy, exploit, use, duplicate, analyze or have it analyzed and/or reverse engineer the Confidential Information and will not disclose such Confidential Information to any third party except to those of its employees, affiliates and/or subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of the ToU; provided that each such employee, Affiliate and/or subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Clause 31 (Confidentiality). Each receiving Party will protect the disclosing Party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to those that the receiving Party ordinarily uses with respect to its own Confidential Information of similar nature and in no event using less than a reasonable standard of care; provided, however, that a Party may disclose such Confidential Information as required by applicable laws, subject to the Party required to make such disclosure giving reasonable notice (if legally permitted to do so) to the other Party to enable it to contest such order or requirement or limit the scope of the disclosure to strictly on a “need to know” basis. The receiving Party will take into account any reasonable comments the disclosing Party may have in relation to the content, timing and manner of dispatch of the disclosure and take such steps as the disclosing Party may reasonably require to enable the disclosing Party to mitigate the extent of or avoid the requirement of any such disclosure to the extent permitted by applicable law. A Party’s Confidential Information shall not include information as follows:

Information that becomes a part of the public domain through no act or omission of the other Party.
Information was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party.
Information is lawfully disclosed to the other Party by a third party without restriction on disclosure.
Information is independently developed by the other Party.

32. Force Majeure

Any obligation ‘arising out of’ or ‘concerning’ or ‘in connection with’ or ‘in consequence of’ or ‘relating to this ToU’ in the ‘usual course of business’ against the Service Provider shall be deemed to unenforceable and beyond its control, during the occurrence of acts including but not limited to, act of God, strikes, industrial dispute, act of war, invasion, lockdown, breakdowns of machinery or malfunction, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labour difficulties or civil unrest and it shall not be obligated to perform such obligations until such acts have ceased to exist in its entirety.

33. Modifications

It is agreed by the Parties that the ToU is subject to change without notice and the Service Provider reserves the exclusive right, to amend, modify, delete, add, subtract, any term, provision, part, or section of this ToU, from time to time, as it deems fit, without any prior notice to the Customer(s), which shall be binding on the Customer and shall not be construed as novation or frustration of contract by virtue of such amendment, modification, deletion, addition, subtraction of such term, provision, part, or section of the ToU, by the Service Provider. Provided however that the Service Provider may revise the Fees and/or fair usage limits applicable to the Services by providing at least thirty (30) days’ prior notice to the Customer. Any such revisions may be made for business, operational or commercial reasons, including changes in the pricing or policies of Third Party Resources, inflation, or increase in operating costs and shall take effect only upon renewal of the Customer’s then-current Subscription Plan’s term.

34. Profanity Policy

34.1 Service Provider is committed to a zero-tolerance policy towards hateful, offensive, vulgar, rude, inappropriate threatening and abusive language or behaviour (“Profane Content”) and the Service Provider does not permit such Profane Content to be displayed on the Communication Function.

34.2 Any such action will be dealt in the following manner:

Take any legal actions available to the Service Provider against the Customer, based on any complaints received by the Customer, including criminal actions; and/or
Remove Profane Content from Maplytics, suo-moto or based on any received complaint; and/or
Suspension or termination of the Customer’s account.

Annexure A – Limitation on Use

1. Maplytics integrates with Bing Maps/Azure Maps to provide Services to its Customer(s). Bing Maps/ Azure Maps follows certain restrictions and fair usage policy by fixing the daily usage limit for fair use and an additional amount is charged in case of exceeding such usage limits. Since Customer(s) of Maplytics are bound by the terms of Bing Maps/ Azure Maps, in such event, wherein the Customer(s) exceeds the usage limits (as prescribed below in the table) while using Maplytics, an amount over and above the invoiced amount shall be charged to the Customer(s).

2. Transactions available for various platforms are as below.

(a) Core Platform: The Bing Maps /Azure Maps Transaction count for the production environment is restricted at 24,000 Transaction per subscribed user per year bundled with the pricing.

(b) Customers have the ability to purchase additional Bing Maps/ Azure Maps Transactions. Customers can buy any 1 or the combination of packs. Below is the pricing for the additional Transaction.

Geocode Bing Maps Transaction Pack of	Pack Price in USD/EURO
20,000	100
50,000	200
100,000	300

Azure Maps Transaction Pack of	Pack Price in USD/EURO
100,000	100
200,000	200
300,000	300

(c) Maplytics bundles 36000 auto scheduling Transactions per year along with the platform fees charged for using these additional features sets.

(d) Cost for buying additional Auto-Scheduling Transactions

Advanced Feature (Add-Ons)	Transaction Additional Pack of	Pack Price in USD/EURO
Auto Scheduling, MIO transactions	5,000	100

Annexure B – Terms for Generative AI-powered Services

This Annexure supplements and forms part of the ToU between Company and Customer and ToU is incorporated herein by reference. The terms that are used in capital in this Annexure, not defined in this Annexure and are defined in the ToU shall have the same meaning in this Annexure unless otherwise specified. This Annexure is applicable to you if you specifically opt for any features of the Services that use generative AI technology. By accessing or using such features, you agree to be bound by these terms. If you do not agree, please do not use such features.

1. Defined Terms

1.1 “GenAI-Powered Services” means features under the Services that use generative AI technology to create content, which may be grounded in Customer Content and are governed as per the terms specified in this Annexure and policies of third party AI tools.

1.2 “GenAI Output(s)” means any information, recommendations, or content generated by the GenAI-Powered Services.

2. AI Model Updates and Service Changes

Company reserves the right to update AI models and service components of GenAI-Powered Services, which may result in changes to response styles, content focus, accuracy levels, or available features of the GenAI-Powered Services. While Company will use commercially reasonable efforts to maintain service quality, Customer acknowledges that such updates are necessary for service improvement and security and may affect end user experience or expectations.

3. Disclaimers

3.1 All AI Output is provided “as-is” without warranty of accuracy, completeness, or suitability for any particular purpose. Company makes no representations that such information is current, complete, or appropriate for Customer’s specific use case.

3.2 Customer acknowledges that all GenAI Outputs: (a) are designed for general informational, educational, and assistive purposes only and are not intended to replace professional advice, judgment, or expertise in any field; (b) do not constitute professional, legal, financial, or other regulated advice, services, or certifications; (c) may include content that is incomplete, outdated, or otherwise not suitable for reliance without independent verification; and (f) are not appropriate for use as a substitute for consultation with qualified professionals in any domain. Customer and Authorized Users shall exercise independent judgment and discretion before relying on or otherwise using any AI-generated content or outputs.

3.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR SUITABILITY OF ANY CONTENT OR OUTPUT GENERATED BY THE GENAI-POWERED SERVICES. USER ACKNOWLEDGES THAT SUCH OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD BE USED WITH INDEPENDENT JUDGMENT AND DISCRETION.

3.4 AI Technology Limitations. Customer acknowledges that generative AI technology is new and evolving and has inherent limitations, including but not limited to the following:

potential for generating inaccurate, inappropriate, incomplete, or misleading information with certain errors and may not be accurate or reliable;
algorithmic biases that may be present in the training data;
inability to understand context, emotion, or nuanced human communication in the same manner as humans or to convey emotions in the way humans can, which can result in output that lacks the empathy and emotion that humans are able to convey;
dependency on the quality and representativeness of training data, which may impact output reliability;
potential for generating repetitive, unreliable, offensive, or inappropriate content;
limitations in complex reasoning, contextual interpretation, and domain-specific accuracy;
cultural and linguistic limitations that may result in content not optimized for all cultural contexts, languages, slang, idioms, or regional practices; and reliance on data sources that may not reflect the most current research, standards, or region-specific guidelines.
it may contain errors or misleading information AI technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content;
AI technology can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive.

4. Customer Responsibilities on Input Security and Sanitization

Customer shall implement appropriate measures to ensure that all data transmitted to the GenAI-Powered Services through Customer’s or its Authorized Users’ user-facing interfaces is in compliance with the following: (a) does not contain any malicious code, viruses, malware, or other harmful software; (b) content is not designed to disrupt, damage, or compromise Company systems; and (c) inputs shall not be such which could exploit security vulnerabilities or bypass safety measures. Customer acknowledges that failure to properly sanitize inputs may result in service suspension or termination to protect system integrity.

5. Data Usage and Intellectual Property

5.1 Customer Responsibilities. Customer is responsible for all Content provided to GenAI-Powered Services and must (a) provide legally adequate privacy notices to Authorized Users regarding processing of personal information by third-party AI providers, (b) obtain all necessary consents for personal information processing under applicable data protection laws, and (c) instruct Authorized Users to avoid inputting highly sensitive personal information into end user input fields as provided under Clause 6.5 of the ToU.

5.3 Third-Party Processing. Customer acknowledges that (a) the GenAI-Powered Services utilize services of third-party AI model providers, (b) automated detection systems may not identify all personal data in user inputs, (c) Customer Content containing undetected personal data may be transmitted to such providers, and (d) processing of personal data by such providers is subject to the respective provider’s privacy policies and data processing practices and not the Privacy Policy.

6. Monitoring and Quality Assurance

Company maintains robust security controls and implements appropriate measures to protect information within Our systems. Personal information is protected under Our comprehensive privacy framework outlined in Privacy Policy. The GenAI-Powered Services utilize advanced third-party AI technologies to deliver enhanced functionality. Company cannot guarantee confidentiality of information (including any undetected personal information) once processed by third-party AI providers and disclaims responsibility for third-party data handling practices to the extent permitted by law.

7. Usage Analytics

Company may use anonymized usage patterns and non-personal information submitted through these services to improve AI model performance, identify optimization opportunities, support research and development, and operate and improve Services for all Customers.

8. Suspension and Termination

8.1 Service Suspension for Safety

In addition to suspension rights in the ToU, Company may immediately suspend GenAI-Powered Services if:

usage patterns indicate potential harm to Authorized Users or system integrity;
Customer fails to adequately sanitize inputs, resulting in security threats;
systematic abuse of safety measures or content filtering is detected;
legal or regulatory requirements mandate immediate action to prevent harm.

Provided that suspension of GenAI-Powered Services for any of the grounds mentioned herein shall not lead to automatic suspension of the other part of the Services.

8.2 Remediation Opportunity

Where it is technically feasible and does not pose a risk to the security, integrity, or availability of the GenAI-Powered Services, Company shall provide the Customer with a reasonable opportunity to identify and remedy the issues or breaches that may otherwise lead to suspension of the GenAI-Powered Services. Permanent termination of the GenAI-Powered Services shall not be effected unless the Customer fails to address such issues within the reasonable period notified by Company.