END-USER LICENSE AGREEMENT (EULA)
This End-User License Agreement, including all annexures and documents referenced herein (collectively, this "Agreement"), is a legally binding agreement entered into and effective as of the Effective Date between Visual Softech ("Company") and the Client (as defined below).
By clicking "I Agree" or a similar affirmation, or by accessing or using the Services, the User (as defined below) acknowledges and agrees to be bound by the terms and conditions of this Agreement. The User represents that they have read, understood, and accept all the terms, including those related to licensing, payment, privacy, and liability.
DEFINITIONS
"Acceptable Use Policy" or "AUP" means the policy set forth in Annexure C, which outlines prohibited uses and acceptable conduct when using the Services.
"Account" means the registered profile or access credentials created for the Client and its Users to access the Services.
"Client Data" means all data, content, or materials, including personal or business information, uploaded, submitted, stored, or processed by the Client or its Users while using the Services.
"Client" means the legal entity (such as a company, organization, or institution) that enters into this Agreement with the Company. The Client is responsible for all actions and payments related to its Account and all associated Users.
"Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, electronically, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
"Effective Date" means the date on which the Client first accepts this Agreement; or begins accessing or using the Services; or the date specified in the Order; whichever occurs earliest.
"Intellectual Property Rights" means all intellectual property and proprietary rights, including copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights, whether registered or unregistered, and all applications and registrations relating to the foregoing.
"Order" means a document or combination of documents (including an online subscription process, proposal, quotation, or invoice) that outlines the specific Services, subscription duration, user limits, pricing, and deliverables agreed upon between the Parties.
"Party" or "Parties" refers to the Company and the Client, individually and collectively, as the context requires.
"Professional Services" means any development, deployment, training, maintenance, subject-matter-expert (SME) based activities, or other related services provided by the Company under this Agreement.
"Services" means the software-as-a-service (SaaS) platform, tools, features, content, support, and related services (other than Professional Services) provided by the Company.
“Third-Party Server Services" means the optional shared server access and hosting features provided by the Company, or the Client's self-procured alternative(s).
"User(s)" means the employee(s), agent(s), contractor(s), consultant(s), or other third parties authorized or assigned by the Client to access or use the Services.
LICENSE GRANT
Grant: The Company hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services, including any software and related features, solely for the Client’s internal business operations and in accordance with this Agreement. The scope of this license, including the number of authorized Users and locations, is specified in the applicable Order.
Trial License: For any software or Services provided on a trial basis, the Company grants a limited, non-exclusive, non-transferable, and non-assignable license solely for evaluation purposes within the agreed trial period commencing from the Effective Date as specified in the Order. All use of trial software shall be subject to the terms of this Agreement.
Promotional Offers: Promotional offers, free trials, or introductory discounts are extended at the sole discretion of the Company and may be based on Client data such as contact details, billing history, or geographic location. Offers are non-transferable and may be revoked at any time without prior notice.
GRANT OF ACCESS
Account Security: The Client is solely responsible for maintaining the confidentiality and security of all login credentials and for all activity, authorized or unauthorized, that occurs under its Account. The Company reserves the right to suspend or terminate access to the Services in the event of any breach of this Agreement, suspected misuse, or non-payment.
Geographic Restrictions: Any attempt by the Client to mask, alter, spoof, or falsify its geographic location or IP address may result in account migration, suspension, or termination. Access to the Service is limited to online and offline (as per Annexure D) use only; the Client shall not download, store, or retain Service as local copies on any device or user account unless expressly authorized in writing or enabled by the Service's functionality.
INTELLECTUAL PROPERTY AND OWNERSHIP
Company Ownership: The Client acknowledges and agrees that the Company retains all ownership, title, and interest in and to the Services, its software, source code, designs, branding, documentation, modifications, improvements, upgrades, and all related Intellectual Property Rights. No rights are granted to the Client other than the limited license to use the Services as expressly set forth herein.
No Source Code Escrow: The Services are provided solely on a subscription and executable-use basis. This Agreement does not grant the Client any right to access, possess, or receive the source code, nor does the Company have any obligation to place it in escrow or disclose it under any circumstance.
Custom Features: All Intellectual Property Rights in and to any additional features, customizations, or modifications developed by the Company, whether requested by the Client or otherwise, shall remain the exclusive property of the Company. The Client is granted only a limited, non-exclusive, non-transferable license to use such developments for its internal business purposes for the duration of this Agreement.
Client Data Ownership: The Client retains all ownership, title, and interest in its Client Data. The Client grants the Company a limited, non-exclusive, royalty-free license to use, host, copy, transmit, and display the Client Data as reasonably necessary to provide and support the Services.
USAGE RESTRICTIONS
The Client shall not, and shall ensure that its Users do not, without the Company's prior written consent:
Share, distribute, sell, sublicense, or provide access to any part of the Services to any third parties.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the software.
Copy, modify, adapt, or create derivative works of the Services or its user interface, designs, or branding.
Use the Services to build or support a competitive product or service.
Bypass or circumvent any usage limits, encryption, or access controls.
Use the Services to transmit viruses, worms, malware, or other malicious code.
Use the Services for any unlawful purpose or to infringe on any third party’s rights.
integrate, connect, or interoperate the Services with any third-party software, system, or application without prior written consent.
Non-Incorporation and Domain Restrictions: The Client shall not incorporate, combine, or use the Company's brand assets, including trademarks, logos, names, website designs, or domains, within its own product or service names, company names, domain names, websites, or marketing materials, without prior written consent. The Client shall not register, use, or assist in registering any domain name that contains or resembles the Company's brand assets.
Logo usage: The Client grants the Company a limited, non-exclusive right to use the Client’s name and logo in the Company’s dashboard, marketing materials, case studies, testimonials, use cases, and other promotional activities, solely for the purpose of identifying the Client as a customer.
UI/UX Restrictions: The Client shall not copy, replicate, white-label, or otherwise use the platform's user interface, design language, layouts, branding elements (including navigation, colors, icons, or typography) in any software or service. Any such use without prior written consent shall be deemed a material breach and may result in immediate termination.
The Services may integrate with or provide access to various third-party or government-linked utilities, APIs, or metered features (including, but not limited to, WhatsApp messaging, e-invoicing, e-way bill generation, GST/HSN lookup, PAN or GSTIN verification, third-party software integration, additional software modules, and similar integrations). Use of such services shall be subject to the terms, policies, pricing, and availability of the respective third-party providers or government systems. The Company does not control, guarantee, or endorse the accuracy, uptime, delivery rates, or outcomes of any such third-party services. These features are provided “as is” and may incur additional usage-based or per-transaction charges, as applicable. The Client shall be solely responsible for the lawful use of such services and for payment of any associated fees. The Company shall not be liable for any delay, failure, inaccuracy, or error arising from the unavailability, modification, or discontinuation of any third-party or government API, integration, or service.
Multi-Tenant Data Segregation
Data Isolation: The Services operate on a multi combination infrastructure (including VPS, shared and dedicated etc) using a multi-tenant architecture. Each Client's data is logically and contractually isolated. The Company shall ensure that no Client shall have access to another Client's data under any circumstances, except where:
Explicit prior written consent has been granted by the impacted Client; or
The Company receives a legally binding order issued by a court or regulatory authority of competent jurisdiction in India, which explicitly identifies each Client whose data is being requested. In such events, the Company shall disclose only User/account-specific data as required by law and maintain strict data segregation to prevent broader access.
Government or Regulator-Initiated Audits: In the event of a legally binding audit demand issued by a competent government authority, regulator, or law enforcement body:
The Company shall notify each Client(s) in writing at the earliest legally permissible opportunity;
The scope of access shall be limited strictly to what is required by law;
Access shall be provided on a read-only basis, unless otherwise required;
The Company shall maintain detailed logs of such access for review.
CONFIDENTIALITY
Confidentiality Obligations: The Party receiving the Confidential Information (“Receiving Party”) shall maintain the confidentiality of all Confidential Information of the Party disclosing the Confidential Information to the Receiving Party (“Disclosing Party”) with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement and shall not disclose it to any third party without the Disclosing Party’s prior written consent.
Exclusions: Confidential Information does not include any information that: (a) is or becomes publicly available without a breach of this Agreement; (b) was lawfully in the Receiving Party’s possession before its disclosure; (c) is disclosed to the Receiving Party by a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
Disclosure of Confidential Information: The Receiving Party may disclose Confidential Information: (a) to its representatives with a need-to-know basis, who are bound by at least equivalent confidentiality terms; (b) as required by law, regulation, summons, or directive issued by a court of competent jurisdiction or authorized governmental authority, with prompt notice to the Disclosing Party and reasonable co-operation to limit or protect the disclosure; (c) in a merger, acquisition, or similar transaction, if the successor agrees in writing to these confidentiality terms; or (d) with the Disclosing Party's prior written consent.
REPRESENTATIONS AND WARRANTIES
Mutual Representations and Warranties: Each Party represents and warrants that it: (a) has the full right and authority to enter into and perform this Agreement without violating any laws or other agreements; (b) will comply with all applicable laws and regulations in performing its obligations.
By Company: Company represents and warrants that: (a) it has authority to provide the Services as described; (b) the Services shall be provided in a professional manner consistent with industry standards.
By Client: The Client represents and warrants that: (a) it is legally eligible to use the Services and not subject to any prohibiting restrictions; (b) all Client Data complies with laws and does not infringe third-party rights; and (c) it will ensure User compliance with this Agreement and the Acceptable Use Policy; (c) the Client is responsible for User conduct and shall indemnify the Company against any claims arising from User violations; and (d) the Client bears sole responsibility for the accuracy, quality, legality, and appropriateness of all Client Data.
DISCLAIMER OF WARRANTIES. The Services are provided "as is" and "as available," without any warranties of any kind, whether express or implied. The Company disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure. The Client acknowledges that no system is entirely immune to risks and that the Client is responsible for their own data backups, security measures, and compliance with all applicable laws.
TERM & TERMINATION
The initial term of this Agreement shall commence on the Effective Date and continue for the period as specified in the applicable Order ("Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of [one year], unless either Party provides written notice of non-renewal at least [30] days before the expiration of the then-current term.
Termination for Cause: The Company may terminate this Agreement immediately upon written notice if the Client breaches any of the following:
Non-payment exceeding [15] days from the due date.
Representation and Warranties
Violation of applicable laws (e.g., data protection laws, intellectual property).
Violation of usage restrictions; Acceptable Use Policy
Insolvency, liquidation, or bankruptcy of the Client.
Unauthorized access or misuse of Services.
Post-Termination Obligations
Data Retrieval: The Client may request to retrieve its Client Data within [15] days of termination. After this period, the Company will have no further obligation to maintain or provide access to the Client Data.
Deletion of Data: The Client may request deletion of all their data by submitting a written request to the Company via email to the designated support address. (mail@visualsoftech.com).
Survival: The rights and obligations under the following sections shall survive termination: Confidentiality, IP Ownership, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Limitation of Liability: To the maximum extent permitted by law, the Company's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Company for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Damages: In no event shall the Company be liable for any indirect, incidental, special, punitive, consequential, or exemplary damages, including but not limited to, damages for lost profits, loss of data, loss of business reputation, or costs of procuring substitute goods or services, arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. This exclusion applies regardless of the legal theory, whether in contract, tort, or otherwise. Company will not be held liable for any claims or damages which is on account of act or omission by Client or any of their authorised representatives.
Indemnification: The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising from or related to:
The Client's or its Users' breach of this Agreement.
The Client's or its Users' misuse or unauthorized use of the Services.
The Client's violation of any applicable law or infringement of any third party's Intellectual Property Rights or privacy rights.
GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of India without reference to its conflict of law principles.
Dispute Resolution: The Parties shall first attempt to resolve any dispute through good-faith negotiations. If a dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in New Delhi, India, in accordance with the Arbitration and Conciliation Act, 1996 (as amended).
Jurisdiction: Subject to the arbitration clause, the courts located in New Delhi, India shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement.
PRIVACY POLICY
The Company's Privacy Policy, which details the collection, processing, storage, and security of personal data in compliance with all applicable data privacy laws (including but not limited to the DPDP Act, 2023, GDPR, CCPA, and any other relevant regulations), is incorporated into this Agreement by reference. The Client's use of the Services constitutes acceptance of the Privacy Policy.
MISCELLANEOUS PROVISIONS
Class Action Waiver: Client irrevocably and unconditionally waives any and all rights to initiate, participate in, or maintain any class action, collective action, representative proceeding, or mass claim against the Company. The Client acknowledges and agrees that any claim, demand, or cause of action arising out of or in connection with this Agreement or the Company's products and services shall be pursued solely on an individual basis, and not as a party to any class, collective, or representative action. This waiver shall be enforceable to the fullest extent permissible under the laws of India.
Injunctive Relief: Notwithstanding the dispute resolution clause, the Company may seek immediate injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidentiality.
Independent Contractor: The Parties acknowledge and agree that Company is an independent contractor and not an employee, agent, partner, or joint venture of Client. This relationship is strictly limited to the provision of services as outlined in this Agreement.
Assignment: The Company may assign or delegate its rights and obligations under this Agreement to any affiliate or successor entity without obtaining the Client's consent / prior notice. The Client shall not assign this Agreement without the Company's prior written consent.
Force Majeure: Neither Party shall be liable for failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, government actions, labor strikes, and cyberattacks.
Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Waiver: Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.
Third-Party Beneficiaries: This Agreement is for the sole benefit of the Parties and their respective successors and assigns. No third party shall have any rights under this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral or written agreements or understandings.
Changes: The Company may amend or update the terms of this Agreement to reflect changes in laws, regulations, or industry practices. The Company shall provide notice of material changes, and the Client's continued use of the Services shall constitute acceptance of the revised terms.
Electronic Communications: The Client agrees to receive all system notifications, invoices, legal notices, and policy updates electronically. Such delivery shall constitute valid notice under this Agreement.
ANNEXURE A: SUBSCRIPTION AND PAYMENT TERMS
Fee Structure: Unless as agreed otherwise, the fixed total subscription fees payable by the Client shall be split into three components:
(i) Platform fee covers development and deployment activities as specified in the Order;
(ii) Professional Services fees cover training and maintenance activities of the opted module usually equal to 30% of the Platform fee or as mention in the Order, payable on or before the anniversary of the term.
(iii) Metered Services fees.
Additional Fee: The Client shall pay additional fees for any customizations, enhancements, or work beyond the agreed scope, or for any other Services not included in the Order. Such fees shall be invoiced separately and may result in an increase in the existing applicable renewal module subscription or overall renewal service fees. All additional fees are non-refundable and subject to the same payment terms, late fee conditions, and audit provisions set forth in this Agreement.
Reimbursements: The Client shall reimburse the Company for all reasonable travel expenses (including transportation, accommodation, and meals) associated with onsite deployment, delivery, and training. Alternatively, the Client may prepay such travel costs. Fees for onsite Company representatives at the Client's location shall be separately agreed upon in writing between the Parties.
Subscription Fees and Payment: The Client agrees to pay the subscription fees as outlined in the Order. All fees are payable in Indian Rupees (INR) unless otherwise agreed. The Client shall pay the advance fees and subsequent payments in accordance with the payment schedule specified in the Order. All payments are due within fifteen (15) business days of the invoice date unless otherwise agreed.
Annual Fee Escalation: The subscription fees / recurring service charges shall be subject to an annual escalation of ten percent (10%) or as per prevailing industry standards, whichever is higher, applicable at the time of each renewal term. Such escalation shall automatically apply upon renewal without the need for additional written consent or amendment to the Order.
Late Payments: Payments not received within thirty (30) days of the due date or as agreed otherwise, may incur a late fee of two percent (2%) per month on the overdue amount calculated from the date payment was due.
Non-Refundable Fees: Notwithstanding anything herein mentioned under this Agreement or Order, all payments made towards the Services are non-refundable and non-adjustable, irrespective of the grounds or circumstances or reasons for non- use.
Usage Monitoring: The Company may monitor Client usage of the Services through system logs and other monitoring tools to ensure compliance with the license limits specified in the applicable Order (e.g., number of authorized Users, data volume, or feature access).
Company Audits: The Company shall have the right to conduct periodic audits (upon reasonable notice to the Client) to verify such compliance. If an audit reveals usage exceeding the licensed limits, the Client shall promptly pay additional license fees for the excess usage (calculated retroactively from the date of exceedance at the Company's then-current rates), or, if not agreed upon within [30] days, the Company may suspend or terminate access to the Services until compliance is achieved.
Taxes: The Client shall be responsible for paying all applicable taxes (including VAT, GST, and sales tax) in connection with this Agreement, unless otherwise specified in the Order. The Client shall not withhold any payments to the Company on account of any tax disputes, redundancies, or other issues arising on the Client's end. Any untimely or delayed payment of invoices by the Client, or any inappropriate tax deposits with statutory authorities, that result in penalties or liabilities for the Company shall be indemnified by the Client, including reimbursement of all related costs and expenses. The Client shall indemnify and hold harmless the Company from any existing or future claims, losses, or liabilities arising from the Client's internal accounting standards or tax compliance practices.
ANNEXURE B: SERVICE LEVEL AGREEMENT (SLA) AND SUPPORT
System Uptime Guarantee: The Company targets 99.5% System Uptime per calendar month. This uptime calculation excludes scheduled maintenance, force majeure events, or issues caused by the Client's equipment or misuse of the Services.
Support Ticket Submission: To raise a support ticket, the Client shall contact the Company via WhatsApp, email (mail@visualsoftech.com), or phone call to the designated support contact. The Company shall acknowledge receipt of the ticket within 24 hours.
Onsite Support and Reimbursements: Remote support is provided upon the Client's written request, the Company may make onsite support available for deployment, delivery, training, or other services at the Client's location. All costs associated with such onsite support, including travel expenses (e.g., transportation, accommodation, and meals), shall be reimbursed by the Client or prepaid by the Client prior to commencement. Any deployment of a local Company representative at the Client's location shall be subject to a separately agreed-upon fee between the Parties. The Company shall provide an itemized invoice for all reimbursable expenses, payable within fifteen (15) business days.
Support Availability: The Company shall provide remote support during its standard business hours (Monday to Friday, 10:00 AM to 6:00 PM IST), excluding Indian national holidays. Language support would be available in Hindi and English only.
Training Support and Onboarding Materials: The Company shall provide quality training materials, documentation, and resources (e.g., user guides, video tutorials, and best practices) to help the Client's efficient onboarding and ongoing use of the Services. These materials shall be accessible via the account dashboard and are included in the fees without additional charge.
Third Party Server Services:
(a) If the Client elects Third-Party Server Services, the Company shall provide shared server access with minimum configurations of 2 CPU cores, 4 GB RAM, 50 GB storage. The Company shall provide FTP access to the documents folder only if required by the Client, subject to usage restrictions. Advanced services (e.g., firewall analysis, security deployment, monitoring, encryption, Cloudflare, patching) incur additional mutually agreed charges borne by the Client.
(b) If opting out, the Client is solely responsible for its server infrastructure (procurement, management, security, updates), with Company liability limited to software issues. Migration costs (data transfer, configuration) are to be borne by the Client.
(c) Company disclaims responsibility for data content, accuracy, or compliance unless agreed. The Client consents to Company communications with Client-engaged third-party vendors for integration/support, sharing all necessary data.
Issue Resolution: The Company will respond to support tickets based on severity as defined below:
High Severity: Critical issues (e.g., service outages, login failures) will receive a response within 24 hours.
Medium Severity: Issues affecting a feature's functionality will receive a response within 3-5 business days.
Low Severity: Minor UI errors or general inquiries will receive a response within 1-7 business days.
Disaster Recovery & Backup: The Company shall maintain regular backups of all software, configuration, and system files and restore them within 48 hours in the event of a disaster or system failure. The Client shall be solely responsible for maintaining independent backups of its own data. The Company does not assume responsibility or liability for backing up or restoring Client Data unless explicitly agreed otherwise in writing. Any restoration of Client Data shall be carried out only if the Client provides such data in a format prescribed or accepted by the Company.
ANNEXURE C: ACCEPTABLE USE POLICY (AUP)
Prohibited Uses: The Client and its Users shall not use the Services for any of the following activities:
Illegal Activities: Using the Services to violate any applicable laws or regulations, including those related to data privacy and intellectual property.
Security Violations: Attempting to interfere with the security, integrity, or performance of the Services, including gaining unauthorized access or conducting penetration testing without consent.
Malicious Use: Transmitting or storing any viruses, malware, or other malicious code.
Spam and Abuse: Engaging in harassment, defamation, impersonation, or sending unsolicited messages, spam, or promotional materials.
Competitive Use: Using the Services to build a competitive product or service.
Mass Communication Violations: For Services involving mass messaging (including WhatsApp), the Client and its Users shall comply with all applicable laws, regulations, and the platform provider's terms of service. Violations include unauthorized messaging, phishing, scamming, or sending messages to unsolicited recipients.
Intellectual Property: Uploading, sharing, or processing content that infringes third-party copyrights, trademarks, patents, trade secrets, or other intellectual property rights.
Data Privacy: Processing or storing personal data without appropriate legal consent, exceeding the scope of collection, or violating data privacy laws including the Digital Personal Data Protection (DPDP) Act, 2023, GDPR, CCPA, or other applicable regulations.
Non-Solicitation: The Client agrees not to solicit or hire any employee, contractor, or consultant of the Company during the term of this Agreement and for twelve (12) months following its termination.
Remedy: Any breach of this AUP shall be considered a material breach of this Agreement and may result in immediate suspension or termination of the Services.
ANNEXURE D: OFFLINE UTILITY TERMS (IF APPLICABLE)
Purpose: The Offline Utility (“Offline Utility”) is optionally provided by the Company solely as an auxiliary tool to facilitate uninterrupted operations for Clients. It is intended to enable continued use of limited-Service features when the Client is temporarily unable to access the primary online Services.
Scope and Availability
a. The Offline Utility is an optional, temporary convenience feature and does not constitute a separate licensed product.
b. Use of the Offline Utility is restricted to the Client’s authorized Users and designated devices as communicated to the Company.
c. Functionality within the Offline Utility may differ from the full SaaS platform and may be limited to selected modules such as data entry, viewing, or reporting.
d. The Company reserves the right to modify, withdraw, or disable the Offline Utility at any time without prior notice.
e. The Offline Utility shall operate in accordance with Clause 3.3 and Clause 5.6 of this Agreement.
Data Handling and Synchronization
a. Client Data generated or modified through the Offline Utility remains the sole property of the Client and is subject to the same confidentiality and data-protection obligations described in this Agreement.
b. Client acknowledges that data processed through the Offline Utility may not automatically synchronize with the online Services until a manual synchronization is initiated by the Client.
c. Client is solely responsible for initiating synchronization and verifying that such data has been successfully uploaded to the Company’s servers.
d. The Company shall not be responsible for any delay, duplication, omission, or inconsistency of data arising from unsynchronized or incomplete uploads.
Security and Access Control
a. Client shall ensure that only authorized Users access the Offline Utility and that all devices used for offline operations are properly secured against unauthorized access.
b. Client shall maintain updated antivirus protection, operating-system patches, and appropriate access controls on such devices.
c. The Company disclaims responsibility for any compromise, corruption, or loss of Client Data resulting from malware, improper system use, or local hardware failure during Offline Utility use.
Limitations and Liability
a. The Offline Utility is provided “as is” and “as available,” without any warranties of performance, uptime, or accuracy of local data.
b. The Company’s liability with respect to the Offline Utility shall be limited in accordance with Section 11 (Limitation of Liability and Indemnification) of this Agreement.
c. The Company is not responsible for any loss, delay, or operational disruption caused by failure to synchronize or by network connectivity issues within the Client’s environment.
Support and Maintenance
a. Technical support for the Offline Utility shall be provided remotely during the Company’s standard business hours as defined in Annexure B (Service Level Agreement).
b. Any updates, patches, or enhancements to the Offline Utility shall be distributed electronically and require the Client’s cooperation for installation.
c. The Client agrees to use only the latest version of the Offline Utility supplied by the Company.
d. Offline operation periods shall be excluded from system-uptime calculations referenced in Annexure B.
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Confidential