Terms Of Service

These Terms of Service (“Terms”) cover your rights and obligations relating to your access and use of Andromeda Intelligence's website (the “Website”), its products and services (collectively, the “Services”), including, without limitation, its software (the “Software”). All references to “Andromeda Intelligence”, “we”, “us”, or “our” refer to Andromeda Intelligence Pvt Ltd, an Indian company. All references to “Company”, “you”, “your”, or “user” relate to all persons who use or access the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company

, its employees, or other persons using or accessing the Services. If you are an authorized user representing your company, you hereby represent and warrant that you have the capacity to enter into these Terms on behalf of your company, or an authorized representative of the entity has agreed to bind the entity to these Terms. These Terms apply to our Privacy Policy as well. By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements.

Please carefully read these terms, as they contain important information about your rights and responsibilities, including limitation of our liability and binding arbitration. If you do not accept these terms in their entirety, you may not access or use the service.

Do not hesitate to contact us at support@andromeda-intelligence.com if you have any questions or want to discuss these Terms.

1. Services and Support

Subject to these terms, Andromeda Intelligence will use commercially reasonable efforts to provide Company the Services and reasonable technical support services in accordance with Andromeda Intelligence's standard practice.

2. Beta and Pilot Use

2.1 Andromeda Intelligence may make the Services available to Company on a trial basis for a period of 30 days (unless communicated otherwise by Andromeda Intelligence in writing) (the “Pilot Period”), or (b) the start date of any purchased subscription plan (each, a "Plan") for the Software. Additional Beta terms and conditions may apply.

2.2 For the beta or pilot use, the Services are provided “AS IS” and no warranty obligations of Andromeda Intelligence will apply.

2.3 Company may terminate these Terms and all of its rights hereunder by providing Andromeda Intelligence written notice thereof at any point during the trial; otherwise, these Terms shall continue in effect for the Initial Service Term (as that term is defined below, and subject to earlier termination as provided in the Agreement) under the Plan selected by Company on the Website.

3. Restrictions and Responsibilities

3.1 Company will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Andromeda Intelligence or authorized within the Services); use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Company for use on

Company premises or devices, Andromeda Intelligence hereby grants Company a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

3.2 Further, Company may not remove or export from India or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of India, the United States, or any other applicable foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

3.3 Company represents, covenants, and warrants that Company will use the Services only in compliance with Andromeda Intelligence's standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Company hereby agrees to indemnify and hold harmless Andromeda Intelligence against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Company’s use of Services. Although Andromeda Intelligence has no obligation to monitor Company’s use of the Services, Andromeda Intelligence may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. Confidentiality; Proprietary Rights

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Andromeda Intelligence includes non-public information regarding features, functionality, and performance of the Service. Company’s Proprietary Information includes non-public data provided by Company to Andromeda Intelligence to enable the provision of the Services (“Company Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party (except that the information security obligations with respect to Company Data shall continue for so long as Andromeda Intelligence possesses or has access to such Company Data).

4.2 Company shall own all right, title, and interest in and to the Company Data, as well as any data that is based on or derived from the Company Data and provided to Company as part of the Services. Andromeda Intelligence shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Andromeda Intelligence shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Company Data and data derived therefrom), and Andromeda Intelligence will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Andromeda Intelligence offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. Payment of Fees

5.1 Company will pay Andromeda Intelligence the then applicable fees described in the Plan in accordance with the terms therein (the “Fees”). If Company’s use of the Services exceeds the Service capacity set forth on the Plan or otherwise requires the payment of additional fees (per the terms of this Agreement), Company shall be billed for such usage and Company agrees to pay the additional fees in the manner provided herein. Andromeda Intelligence reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Company (which may be sent by email). If Company believes that Andromeda Intelligence has billed Company incorrectly, Company must contact Andromeda Intelligence no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Andromeda Intelligence’s customer support department.

5.2 Andromeda Intelligence may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Andromeda Intelligence thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Company shall be responsible for all taxes associated with Services other than Indian taxes based on Andromeda Intelligence’s net income.

6. Term and Termination

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Plan, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement. Company will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Andromeda Intelligence will make all Company Data available to Company for electronic retrieval for a period of thirty (30) days, but thereafter Andromeda Intelligence may, but is not obligated to, delete stored Company Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Warranty and Disclaimer

Andromeda Intelligence shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Andromeda Intelligence or by third-party providers, or because of other causes beyond Andromeda Intelligence’s reasonable control, but Andromeda Intelligence shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Andromeda Intelligence does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND ANDROMEDA INTELLIGENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

8. Indemnity

Company will indemnify and hold Andromeda Intelligence, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Andromeda Intelligence Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) use of the Services, (ii) violation of this Agreement, or (iii) violation of any rights of another.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ANDROMEDA INTELLIGENCE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ANDROMEDA INTELLIGENCE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY COMPANY TO ANDROMEDA INTELLIGENCE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ANDROMEDA INTELLIGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Governing Law and Dispute Resolution

10.1 This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka for the adjudication of any disputes arising hereunder.

10.2 Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, which cannot be resolved by good faith negotiations between the parties within thirty (30) days after either party gives written notice to the other party of a dispute, shall be settled by arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, in the absence of such agreement, appointed in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996. The place of arbitration shall be Bengaluru, Karnataka, and the language of arbitration shall be English. The award of the arbitrator shall be final and binding upon the parties.

11. Miscellaneous

11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.2 This Agreement is not assignable, transferable, or sublicensable by Company except with Andromeda Intelligence’s prior written consent. Andromeda Intelligence may transfer and assign any of its rights and obligations under this Agreement without consent.

11.3 This Agreement, including the Order Form and any other agreements expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof.

11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Company does not have any authority of any kind to bind Andromeda Intelligence in any respect whatsoever.

11.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Contact Us

If you have any questions about these Terms, please contact us at support@andromeda-intelligence.com.