Legal – Infimatrix

Infimatrix Legal Policy Center

General Terms of Service

The Infimatrix Terms of Service (“TOS”) set forth below apply to users (“Customer”, “You” or “Your”) of Services provided by Infimatrix Technologies Private Limited, India (“Infimatrix”) or any of its Affiliates.

This TOS is a binding contract between You and Infimatrix and covers important information about Infimatrix services. Unless otherwise stated, this TOS applies to all Infimatrix-offered services, including any free or paid pilot or evaluation, (collectively, the “Service” or “Services”).

You accept and agree to comply with, and be bound by this TOS when you (a) sign an Infimatrix Service Order; (b) click-through or otherwise acknowledge this TOS electronically; (c) pilot, try, order, activate, accept, use or pay for Infimatrix’s Service or Equipment through any means; or (d) download or start any program that says you are accepting this TOS when doing so, whichever occurs first. If You do not agree to these terms, you may not download, install or use the Services in any way. This TOS incorporates and includes any or all terms and conditions, addenda and/or policies posted on Infimatrix’s “Legal Policy Center” (www.Infimatrix.com/legal), along with any Service Order, Statement of Work, or Documentation (collectively, the “Other Documents”). To the extent that this TOS conflicts with the provisions of any Other Documents, then this TOS shall control, unless Infimatrix has expressly stated or agreed otherwise in writing.

Infimatrix reserves the right to update this TOS and posted policies from time to time without notice to You. The latest version of this TOS resides at https://Infimatrix.com/legal#gtos/.

1. Definitions

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“Authorized User” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this TOS; and (b) for whom access to the Services has been purchased hereunder.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

“Documentation” means any manuals, instructions, or other documents or materials that Infimatrix provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Infimatrix Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Infimatrix Systems as intended by this TOS. Harmful Code does not include any Infimatrix Disabling Device.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Infimatrix Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Infimatrix or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Infimatrix or its designee.

“Infimatrix Materials” means the Services, Specifications, Documentation, and Infimatrix Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Infimatrix or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Infimatrix Systems. For the avoidance of doubt, Infimatrix Materials include Resultant Data and any information, data, or other content derived from Infimatrix’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

“Infimatrix Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Infimatrix or any Subcontractor.

“Infimatrix Systems” means the information technology infrastructure used by or on behalf of Infimatrix in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Infimatrix or through the use of Third-Party Materials.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Permitted Use” means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations as permitted by this TOS.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all ”nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, ”protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, ”Personal Data” as defined in the European General Data Protection Regulation (GDPR) (Regulation (EU) 2016/6790, and all rules and regulations issued under any of the foregoing.

“Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, subcontractors, and legal advisors.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by Infimatrix in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Service or Services” means the product or service as may be more specifically described in a Service Order or any SOW or managed Services being offered as part of the contract between you and Infimatrix.

“Service Order” means the Infimatrix order form, signed by both the Customer and Infimatrix, detailing the pricing and conditions for the provision of Services to Customer.

“Specifications” means the description and identification of requirements and other specifications for the Services described in the Documentation.

“Statement of Work or SOW” means a document duly executed by the Parties, referencing and subject to the terms of this TOS, specifying additional details, terms and conditions relating to provision of the Services.

“Third-Party Materials” means any systems, services, products, materials and information, in any form or medium, including any websites, portals, hosting platforms, software (open-source or otherwise), documents, data, content, specifications, equipment, or components of or relating to the Third-Party Materials that are operated by a third party and not proprietary to Infimatrix.

2. Services

2.1 Access and Use. Infimatrix Services are licensed, not sold, and You acquire no ownership interest in the Services or Documentation under this TOS. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this TOS, Infimatrix hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.8) right to access and use the Services during the Term, solely for Customer’s internal business purposes by Authorized Users in accordance with the terms and conditions herein.

2.2 Documentation License. Infimatrix hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable license to use the Documentation during the Term solely in connection with its use of the Services pursuant to the terms and conditions herein.

2.3 Service and System Control. Except as otherwise expressly provided in this TOS, as between the parties: (a) Infimatrix has and will retain sole control over the operation, provision, maintenance, and management of Infimatrix Materials; and (b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of Infimatrix Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Infimatrix; (ii) results obtained from any use of the Services or Infimatrix Materials; and (iii) conclusions, decisions, or actions based on such use.

2.4 Reservation of Rights. Nothing in this TOS grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Infimatrix Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, Infimatrix Materials, and the Third-Party Materials are and will remain with Infimatrix and the respective rights holders in the Third-Party Materials.

2.5 Service Management. Each party shall, throughout the Term, maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this TOS. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this TOS. Each party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Each party shall use commercially reasonable efforts to maintain the same service manager in place throughout the Term.

2.6 Changes. Infimatrix reserves the right, in its sole discretion, to make any changes to the Services, Equipment, Documentation and Infimatrix Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Infimatrix’s services to its customers; (ii) the competitive strength of or market for Infimatrix’s Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.

2.7 Suspension or Termination of Services. Infimatrix may, directly or indirectly, and by use of a Infimatrix Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Infimatrix Materials, without incurring any resulting obligation or liability, if: (a) Infimatrix receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Infimatrix to do so; or (b) Infimatrix believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this TOS, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this TOS or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this TOS expires or is terminated. This Section 2.8 does not limit any of Infimatrix’s other rights or remedies, whether at law, in equity, or under this TOS.

3. Use Restrictions

Customer shall not, and shall not permit any other Person to, access or use the Services or Infimatrix Materials except as expressly permitted by this TOS and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this TOS expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Infimatrix Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Infimatrix Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Infimatrix Materials, in whole or in part; (d) input, upload, transmit, or otherwise provide to or through the Services or Infimatrix Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (e) access or use the Services or Infimatrix Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law; or (f) otherwise access or use the Services or Infimatrix Materials beyond the scope of the authorization granted under this TOS.

4. Customer Obligations

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Infimatrix Personnel with such access to Customer’s premises and Customer Systems as is necessary for Infimatrix to perform the Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as Infimatrix may reasonably request to enable Infimatrix to exercise its rights and perform its obligations under and in connection with this TOS.

4.2 Effect of Customer Failure or Delay. Infimatrix is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this TOS (each, a “Customer Failure”).

4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Infimatrix Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Infimatrix of any such actual or threatened activity.

5. Service Levels and Credits

5.1 Service Levels. Subject to the terms and conditions of this TOS, Infimatrix will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 5.1 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) access to or use of the Services by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this TOS and the Specifications; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Infimatrix pursuant to this TOS; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 2.7.

5.2 Service Level Failures and Remedies. In the event of a Service Level Failure, Infimatrix shall issue a credit to Customer in the amount of ten percent (10%) of the monthly Fees for the Services due for the Service Period in which the Service Level Failure occurred (each a “Service Credit”), subject to the following: (a) Infimatrix has no obligation to issue any Service Credit unless: (i) Customer reports the Service Level Failure to Infimatrix immediately on becoming aware of it; and (ii) requests such Service Credit in writing within thirty (30) days of the Service Level Failure; and (b) in no event will a Service Level Credit for any Service Period exceed fifty percent (50%) of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred. Any Service Credit payable to Customer under this TOS will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure was reported. This Section 5.2 sets forth Infimatrix’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

5.3 Scheduled Downtime. Infimatrix will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 10 pm. – 6a.m. Indian Time; and (b) give Customer at least twenty-four (24) hours prior notice of all scheduled outages of the Services (”Scheduled Downtime”).

5.4 Service Support. The Services include Infimatrix’s standard customer support services delivered in accordance with Infimatrix’s service support processes and procedures as set forth in the Documentation and Specifications and made available to Customer through Infimatrix’s web-based support portal (”Support Services”). Infimatrix may amend the Support Services from time to time in its sole discretion.

6. Data Backup

The Services do not replace the need for Customers to maintain regular data backups or redundant data archives. Infimatrix HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7. Security

7.1 Infimatrix Systems and Security Obligations. Infimatrix will employ security measures in accordance with applicable industry practice and Infimatrix’s data privacy and security policy as amended from time to time (”Privacy and Security Policy”).

7.2 Data Breach Procedures. Infimatrix maintains a data breach plan in accordance with the criteria set forth in Infimatrix’s Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).

7.3 Prohibited Data. Customer acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (b) articles, services, and related technical data designated as defense articles or defense services; and (c) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, Infimatrix Systems, or any Infimatrix Personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

7.4 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Infimatrix Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.5 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8. Fees and Payment

8.1 Fees. Customer shall pay the Services fees and charges as set forth in the Service Order and SOW (if any) executed by the parties (”Fees”). Both the Service Order and applicable SOW(s) are hereby incorporated into the TOS by this reference.

8.2 Taxes. All Fees and other amounts payable by Customer under this TOS are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Infimatrix’s income.

8.3 Payment and Billing. 8.3.1 Payment. All invoices are due upon receipt and all payments must be made in U.S. currency for international customers while in INR for India based customers. Customer shall pay Fees for any partial month during the Initial Term or any Renewals Term on a pro rata basis. Unless otherwise specified, all Fees comprising monthly recurring charges for Service (“MRC”) will be billed and paid one calendar month in advance. Fees comprising non-recurring and professional services (“NRC”) will be billed and paid in arrears as and when they are incurred and due Net 30 days from invoice date. Customer is solely responsible for any and all charges incurred as the result of the use of the Service, whether or not such charges were authorized or intended. Any amounts not paid to Infimatrix within thirty (30) days of the date of the applicable invoice shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less. Customer shall also reimburse Infimatrix for all reasonable attorneys’ fees and other costs associated with collecting delinquent payments or with Customer’s breach of this TOS.

8.3.2 Invoice and Statement Periods, Format and Delivery. Billing periods and invoice formats may vary. Infimatrix reserves the right to change the billing period, invoice format, or method of delivery from time to time, with or without notice to Customer. Unless otherwise agreed, all invoices shall be delivered electronically via the email address on file for Customer. Customer is obligated to keep its account and billing information accurate and current. An incorrect or obsolete email address shall not release Customer from any of its payment obligations.

8.3.3 Methods of Payment. Infimatrix reserves the right to accept payment by wire transfer (overseas) or using NEFT/RTGS India based mode of payment into Infimatrix’ bank account. Infimatrix reserves the right to change the payment mode at any time, intimation for which will be given to paying customers.

8.3.4 Billing Disputes. If Customer believes that it has been charged in error, Customer must notify Infimatrix in writing within thirty (30) days after delivery of Customer’s invoice. Any billing disputes must be in writing, including a detailed statement describing the nature and amount of the disputed charge(s) and the reason(s) why a credit or refund is being requested, and sent via email to invoices@Infimatrix.us. Customer shall cooperate fully with Infimatrix to promptly address and attempt to resolve the disputed charge(s). If Customer fails to provide written notice of dispute within the enumerated thirty (30) day deadline, the charges and invoice will be considered correct and binding on Customer. In the event an invoice contains both disputed and undisputed charges, Customer shall pay the full undisputed amount of the invoice in a timely manner and in accordance with the payment terms set forth herein, while the disputed amount is being resolved.

8.3.5 Authorization to Verify Credit Rating. Customer agrees to supply Infimatrix with the information necessary to verify Customer’s credit rating prior to providing Customer with access to any Service. Infimatrix may also, during the term of this TOS, update its information regarding Customer’s credit rating without notice to Customer.

8.3.6 Deposit. If Infimatrix determines, prior to providing Customer with access to any Service, or during the term of this TOS, that it requires a deposit to ensure Customer’s payment, Customer may be required to provide a deposit. In the event Infimatrix requires a deposit, the deposit will be held and applied in accordance with applicable law. Infimatrix may apply Customer’s deposit to past due obligations as well as to any fees or other assessments to Customer’s Account.

8.3.7 No Deductions or Setoffs. All amounts payable to Infimatrix under this TOS shall be paid by Customer to Infimatrix in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits issued pursuant to Section 5 any deduction or withholding of tax as may be required by applicable Law.

8.3.8 Google Marketplace. In the event Customer uses the Google Could Platform (“GCP”) to process payments owed pursuant to this TOS, Customer agrees and acknowledges that it will be obligated to accept and be bound by the GCP Marketplace terms of service (https://console.cloud.google.com/tos?id=launcher) (the “GCPM TOS”) in addition to this TOS. Notwithstanding anything to the contrary in the GCPM TOS, in the event Customer terminates Service as may be permitted under the GCPM TOS, Customer hereby agrees that it shall be obligated to pay Infimatrix for the Term of this TOS (as defined in Section 14, below), including payment of any applicable early termination fees or charges as may be required pursuant to Section 14.5, below.

8.4 Audits. Infimatrix or its nominee (including its accountants and auditors) may, on reasonable notice to Customer, inspect and audit Customer’s use of the Services under this TOS at any time during the Term and for two (2) years following the termination or earlier expiration of this TOS. All audits will be conducted during regular business hours, and no more frequently than once in any 12-month period, and in a manner that does not unreasonably interfere with Customer’s business operations. Upon no less than ten (10) days’ written notice from Infimatrix, Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Infimatrix with respect to such audit.

9. Confidentiality

9.1 Confidential Information. In connection with this TOS each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party identifies as confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations.

9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this TOS; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this TOS; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the Term and for a period of two (2) years thereafter: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this TOS; (b) except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this TOS; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps and cooperate with Disclosing Party to prevent further unauthorized use or disclosure. Notwithstanding any other provisions of this TOS, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights hereunder; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

10. Intellectual Property Rights

10.1 Infimatrix Materials. All right, title, and interest in and to Infimatrix Materials, including all Intellectual Property Rights therein, are and will remain with Infimatrix and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of Infimatrix Materials except as expressly set forth in this TOS or the applicable third-party license, in each case subject to Section 3. All other rights in and to Infimatrix Materials are expressly reserved by Infimatrix. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Infimatrix an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2 Customer Data. As between Customer and Infimatrix, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Section 10.

10.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Infimatrix, its Subcontractors, and Infimatrix Personnel to enforce this TOS and exercise Infimatrix’s rights and perform Infimatrix’s obligations hereunder.

11. Representations and Warranties

11.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this TOS; (c) the execution of this TOS by its representative whose signature is set forth at the end of this TOS has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this TOS will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2 Additional Infimatrix Representations, Warranties, and Covenants. Infimatrix represents, warrants, and covenants to Customer that Infimatrix will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this TOS.

11.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Infimatrix that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Infimatrix and Processed in accordance with this TOS, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

11.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 11, ALL SERVICES AND Infimatrix MATERIALS ARE PROVIDED “AS IS.” Infimatrix SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, Infimatrix MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR Infimatrix MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Indemnification

12.1 Infimatrix Indemnification. Infimatrix shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) that Customer’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this TOS (including the Specifications) infringes or misappropriates such third party’s patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of Infimatrix Materials in combination with any hardware, system, software, network, or other materials or service not provided by Infimatrix or specified for Customer’s use in the Documentation; (c) modification of Infimatrix Materials other than: (i) by or on behalf of Infimatrix; or (ii) with Infimatrix’s written approval in accordance with Infimatrix’s written specification; or (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Infimatrix.

12.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Infimatrix and its officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Infimatrix Indemnitee resulting from any Action by a third party (other than an Affiliate of a Infimatrix Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Processing of Customer Data by or on behalf of Infimatrix in accordance with this TOS; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Infimatrix’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Infimatrix; (c) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this TOS; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this TOS.

12.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Section 12. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4 Mitigation. If any of the Services or Infimatrix Materials are, or in Infimatrix’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Infimatrix Materials is enjoined or threatened to be enjoined, Infimatrix may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Services and Infimatrix Materials materially as contemplated by this TOS; (b) modify or replace the Services and Infimatrix Materials, in whole or in part, to seek to make the Services and Infimatrix Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Infimatrix Materials, as applicable, under this TOS; or (c) by written notice to Customer, terminate this TOS with respect to all or part of the Services and Infimatrix Materials, and require Customer to immediately cease any use of the Services and Infimatrix Materials or any specified part or feature thereof.

12.5 Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND Infimatrix’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES ANDInfimatrix MATERIALS OR ANY SUBJECT MATTER OF THIS TOS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

13. Limitations of Liability

13.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL Infimatrix OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS TOS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 5; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION

13.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF Infimatrix ARISING OUT OF OR RELATED TO THIS TOS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE (1) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO LICENSOR UNDER THIS TOS IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50 USD, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Exceptions. The exclusions and limitations in Sections 13.1 and 13.2 do not apply to Infimatrix’s obligations under Section 12 or liability for Infimatrix’s gross negligence or willful misconduct.

14. Term and Termination

14.1 Initial Term. The initial term of this TOS commences as of the Effective Date (as stated on the Service Order) and, unless terminated earlier pursuant any of this TOS’s express provisions, will continue in effect, until one (1) year from the Effective Date (the “Initial Term”).

14.2 Renewal Term. This TOS will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this TOS’s express provisions or either party gives the other party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

14.3 Termination. In addition to any other express termination right set forth elsewhere in this TOS: (a) Infimatrix may terminate this TOS, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Infimatrix’s delivery of written notice thereof; or (b) either party may terminate this TOS, effective on written notice to the other party, if the other party materially breaches this TOS, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and (c) either party may terminate this TOS, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.4 Effect of Termination or Expiration. Upon any expiration or termination of this TOS, except as expressly otherwise provided in this TOS: (a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (b) Infimatrix shall immediately cease all use of any Customer Data or Customer’s Confidential Information; (c) Customer shall immediately cease all use of any Services or Infimatrix Materials and promptly return to Infimatrix, or at Infimatrix’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Infimatrix Materials or Infimatrix’s Confidential Information; and (d) Infimatrix may disable all Customer and Authorized User access to Infimatrix Materials.

14.5 Early Termination Charge. If this TOS is terminated by Customer prior to the expiration of the Initial Term or any Renewal Term and such termination is not due to Infimatrix’s material breach and failure to cure, or if Infimatrix terminates this TOS pursuant to Section 14.3, in additional to any Fees becoming due prior to the date of termination, Customer shall pay to Infimatrix an early termination charge equal to one hundred percent (100%) of the Fees comprising monthly recurring charges that would become due and payable through the end of the Initial Term or Renewal Term in effect at the time, including applicable taxes. The parties agree that the precise damages resulting from an early termination by Customer or termination by Infimatrix due to Customer’s material breach are difficult to ascertain and the early termination charge set forth in this Section 14.5 is a reasonable estimate of anticipated actual damages and not a penalty. The early termination charge shall be due and payable upon receipt of an invoice therefor.

14.6 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this TOS that, by its nature, should survive termination or expiration of this TOS, will survive any expiration or termination of this TOS: Section 3, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, Section 14.5 and Section 15.

15. Miscellaneous

15.1 Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this TOS.

15.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this TOS shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.3 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this TOS or, unless expressly permitted under this TOS, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably delayed or withheld, provided, however, that Infimatrix may, without Customer’s consent, include Customer’s name and similar indicia in its lists of Infimatrix’s current or former customers of Infimatrix in promotional and marketing materials.

15.4 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this TOS have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4): If to Infimatrix: Infimatrix Technologies, T36-902 Beverly Hills, Andheri West, Mumbai 400 053 India (legal@infimatrix.com) Attn: Legal Department If to Customer: Customer Name and contact information stated of the Sales Order Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

15.5 Interpretation. For purposes of this TOS: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this TOS as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this TOS: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this TOS; (y) to an TOS, instrument, or other document means such TOS, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this TOS to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Other Documents referred to herein are an integral part of this TOS to the same extent as if they were set forth verbatim herein.

15.6 Headings. The headings in this TOS are for reference only and do not affect the interpretation of this TOS.

15.7 Entire Agreement. This TOS, together with any related sales orders, exhibits, schedules, attachments, statements of work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this TOS and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this TOS, the Other Documents, the following order of precedence governs: (a) first, this TOS; (b) second, the Service Order; (c) third, the SOW; and (d) fourth, any other documents or policies incorporated herein by reference.

15.8 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this TOS, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Infimatrix’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this TOS. Any purported assignment, delegation, or transfer in violation of this Section 15.8 is void. This TOS is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.9 Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this TOS, for any failure or delay in fulfilling or performing any term of this TOS, (except for any obligations to make payments)], when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this TOS, national or regional emergency, pandemics, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this TOS if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.

15.10 No Third-Party Beneficiaries. This TOS is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this TOS.

15.11 Amendment and Modification; Waiver. No amendment to or modification of this TOS is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this TOS, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this TOS will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.12 Severability. If any term or provision of this TOS is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this TOS or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this TOS so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.13 Governing Law; Submission to Jurisdiction. This TOS is governed by and construed in accordance with the internal laws of the State of Maharashtra, Mumbai court without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Maharashtra, Mumbai court. Any legal suit, action, or proceeding arising out of or related to this TOS or the licences granted hereunder will be instituted exclusively in the courts of India or the courts of Mumbai, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.14 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this TOS or the transactions contemplated hereby.

15.15 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Customer Sections 3. 4.3 or 7.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.16 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this TOS, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

Last Updated March 2024

Please read these Terms of Use carefully before using this website (the “Website). Your accessing or use of this Website confirms your unconditional acceptance of the following Terms of Use. If you do not accept each and every of these Terms of Use, do not use the Website.

For the purposes of these Terms of Use, users include anyone who accesses the Website (together, “User” or “Users” or any second-person pronouns such as “You,” “Your” or “Yours”). These Terms of Use include, and incorporate herein, the Privacy Policy of Infimatrix, Inc. (“Infimatrix” or any first-person pronouns such as “We,” “Us,” “Our,” or “Ours”). You are responsible for familiarizing yourself with the contents of the Privacy Policy.

These Terms of Use may change from time to time. All changes shall take effect immediately upon posting of the updated term/s on the Website, unless otherwise stated. You should periodically check the Website for updates. Any use of the Website by You after the effective date of any changes will constitute Your acceptance of such changes.

This Website offers its Users general information about Our services and products and allows Users to reach out to Us for additional information. We make every effort to ensure that the content is up to date.

Should You have any questions regarding the Website or Our activities You are welcome to contact us.

1. Copyrights and Other Intellectual Property

The designs of the Website, and all text, graphics, information, content, and other material displayed on the Website, may be protected by copyright, trademark and other laws and may not be used except as permitted in these Terms of Use or with prior written permission of the owner of such material. All copyrights to the contents of the Website are hereby reserved. You may not modify the information or materials displayed on or that can be downloaded from the Website in any way or reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations. All material (collectively, the “Content”) appearing on the Website, including but not limited to the images, text, terms and conditions, privacy policy, source code, designs, or anything else that is delivered to Your browser when You use any portion of the Website, is protected intellectual property owned by Us. You may use the Content under and according to these Terms of Use, but all other uses are prohibited and will be treated as an infringement of Our intellectual property rights.

You shall not:

i. Sublicense, sell, assign, modify, adapt, translate, or otherwise share the Content with anyone, except as expressly permitted in writing by Us;

ii. Distribute, copy, or use any materials that violate the copyrights, trademarks, or other of Our intellectual property rights, or any third party.

iii. Duplicate any part of the Website or any Content appearing on the Website, for any purpose (except as expressly provided elsewhere in these Terms of Use);

iv. Distribute, share, trade or create any derivative works based on the Website, or any of the Content, and You agree and stipulate that any and all such uses is NOT “fair use” under 17 under 17 U.S.C. § 107; and under relevant sections of India cybersecurity laws and MeiTY India government guidelines;

v. Use the Website and/or any of the Content for any public display, public performance, sale or rental, and You hereby agree and stipulate that any and all such uses are NOT “fair use” under 17 U.S.C. § 107; and under relevant sections of India cybersecurity laws and MeiTY India government guidelines;

vi. Post, share, trade or offer for use/viewing/listening to or transcription copy of any or all of the Content to or through any websites or service, including, without limitation, through one-click hosting sites, file locker sites, bittorrent protocol, public or private forums, social sites, video hosting “tube” sites, or any other similar technology;

vii. Remove any copyright, trademark or other proprietary notices from any of the Content; or

viii. You further agree that the use of bots, employees, contractors, resellers, assigns, or any kind of automated process to copy, download, hot-link, frame, or otherwise use any Content is prohibited and will in all instances be considered commercial use.

You acknowledge and agree that the foregoing list of prohibited uses is exemplary, non-exhaustive, and provided for illustrative purposes only.

2. Online Content

From time to time, the Website may contain links to websites that are not owned, operated or controlled by Us. All such links are provided solely as a convenience to You. If You use these links, You will leave the Website. We are not responsible for any content, materials or other information located on or accessible from any other website. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that You may obtain from using any other websites. If You decide to access any other websites linked to or from the Website, You do so entirely at Your own risk.

3. Rules of Conduct for Using the Website

The following activities are strictly prohibited in connection with the use of the Website or any services provided in connection therewith:

i. Stating or implying that any statement made or conduct undertaken by You is endorsed or approved by Us without Our prior express written consent.

ii. Transmitting of any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

iii. Circumventing any encryption or other security tool(s) used anywhere on the Website, or otherwise introduce any viruses, worms, Trojan horses, corrupted files, or other malware to the Website or its code.

iv. Forging of headers or other manipulation of identifying information in order to disguise the origin of any information transmitted via the Website;

v. Using technology in any matter without Our prior express written authorization in order to direct any person away from Our Website to another website for any purpose;

vi. Reverse engineering, deciphering, decompiling or otherwise disassembling any portion of the Website, or causing others to do so.

4. Temporary Unavailability and Website Downtime

The Website may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission or communication line failure as a result of such unavailability. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the Website, or on any website or any combination thereof, including injury or damage to Users’ or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using the Website.

5. Disclaimers and Limitations of Liability

THE WEBSITE, AND THE INFORMATION, MATERIALS AND SERVICES ON IT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THIS WEBSITE WILL BE COMPLETE, ACCURATE, UP TO DATE, UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

WE SHALL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS WEBSITE OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THE WEBSITE. IN NO EVENT SHALL WE OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF THE USE OF THE WEBSITE, ANY WEBSITES LINKED TO THE WEBSITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

THE DISCLAIMERS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS PARAGRAPH ARE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. CERTAIN STATE’S LAWS MAY NOT RECOGNIZE OR OTHERWISE MAY LIMIT SOME OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. IF SO, YOU MAY HAVE ADDITIONAL RIGHTS.

6. Indemnification

You shall defend, indemnify, and hold harmless Us and any of Our officers, directors, employees, agents, shareholders and representatives for any losses, damages, judgments, orders, costs, liabilities and expenses (including without limitation reasonable attorneys’ fees and expert fees) relating to or arising out of claims or allegations brought by third parties related to or arising out of Your use of the Website, including, without limitation, the following: (i) Your breach of these Terms of Use; (ii) Your violation of any criminal law or any civil law, rule or regulation; or (iii) Your violation of any third party’s rights under applicable law, including without limitation infringement of a third party’s intellectual property rights. This indemnity shall apply without regard to the negligence of any party, including any indemnified person. We reserve the right to retain additional counsel to represent Us at Our own cost and expense.

7. Notices

We may deliver notices to You by means of e-mail, a general notice through the Website, or by other reliable method to any of the communication channels You have provided to Us.

8. Choice of Law

These Terms of Use supersede any other agreement between You and Us to the extent necessary to resolve any inconsistency or ambiguity between the agreements. These Terms of Use will be governed by and construed in accordance with the substantive and procedural laws of the State of Maharashtra, Mumbai court, without giving effect to any principles of conflicts of laws. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9. Binding Arbitration for Disputes and Class Action Waiver

Any legal disputes or claims arising out of or related to these Terms of Use or use of the Website, which we cannot resolve through negotiated means exclusively, shall be submitted for binding arbitration in Mumbai, India. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules using a single arbitrator, unless otherwise mutually agreed. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, and shall be final and binding. Claims shall be brought within the limitations period required by applicable law. Any claim, action or proceeding arising out of or related to the Agreement that You bring must be brought in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING YOUR RIGHTS TO (1) BRING A LEGAL ACTION IN COURT (2) HAVE YOUR DISPUTE RESOLVED BY A JUDGE OR JURY, AND (3) PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

10. Domestic Use; Export Restriction

We make no representation that the Website, or any content are appropriate or available for use in other locations. Users who access the Website from outside the India do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the India export control laws prohibit the export of certain technical data and software to certain territories.

11. Miscellaneous Provisions

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by an arbitrator or court of competent jurisdiction to be invalid, the parties hereto nevertheless agree that such arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use will remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision by Us. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of Our Terms of Use remain in full force and effect.

12. Additional Assistance

If You have any questions about these Terms of Use or Our Website, please contact Us using the contact information below.

Partner General Terms and Conditions

These Partner General Terms and Conditions, along with the Partner Letter of Agreement and the Partner Program Guide (each hereby incorporated into the Agreement by this reference, and together the “Agreement”) comprise the full and complete agreement between the parties on the subject matter. Any prior agreements, communications or references to the subject matter are hereby replaced in full by this Agreement.

1. Definitions.

1.1 “Confidential Information” means any material or information disclosed by one party to the other party relating to the research, development, products, product plans, services, clients, client lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, marketing or finances of the disclosing party or a third party to which the disclosing party owes a duty of confidentiality, or other business information or trade secrets, in each case marked as “proprietary” or “confidential,” or that the receiving party otherwise should reasonably understand to be the proprietary or confidential information of the disclosing Party or such third party. The Infimatrix Products and the terms of this Agreement, including, without limitation, all incentive payments, the payment schedule, and information relating to payments due under this Agreement, shall be deemed Confidential Information.

1.2 “Deal Registration Acceptance Date” means the date on which the Deal Registration Form is executed by an appropriate Infimatrix officer.

1.3 “Deal Registration Form” or “Blacksheet” means the electronic or paper-based template, as determined by Infimatrix, which Partner completes and submits to Infimatrix for each proposed company or entity to which Partner wishes to sell Infimatrix Products (each a “Deal”). The Blacksheet may be updated from time to time by Infimatrix.

1.4 “Documentation” means Infimatrix’s standard user documentation (including electronic documentation) generally made available to licensees of the Infimatrix Products and Infimatrix’s training documentation made available to Partner, and may also include sales literature and marketing documentation.

1.5 “Infimatrix Marks” means the marks “Infimatrix” and any other trademark, service mark, logo design or other designation used by Infimatrix, or provided to Partner by Infimatrix for purposes of enabling Partner to perform its obligations under this Agreement, during the Term of this Agreement.

1.6 “Infimatrix Products” means the products and services that Infimatrix makes available from time-to-time under this Agreement. For the sake of this Agreement, Infimatrix professional services, including but not limited to, implementation and customization, are not Infimatrix Products and therefore not eligible for Partner Incentive Payment(s). Free trials or pilots are not eligible for Partner Incentive Payment(s).

1.7 “Net Product Revenue” means the amounts received from the sale of the Infimatrix Products to a referred Subscriber of a Registered Deal pursuant to an executed Terms of Service by the applicable Subscriber (which may include license fees, monthly subscription fees, and/or monthly transaction fees), less (i) taxes, (ii) returns, (iii) refunds, and (iv) any third-party fees. Both parties must mutually agree in writing upon deduction of any other amounts. Hosting fees or other service fees paid by applicable Subscriber to Google are excluded. Costs associated with the marketing of the Infimatrix Products are not deductible.

1.8 “Partner Incentive Payment” means the incentive payment (commission) paid in connection with the successful sale of the Infimatrix Products to a Subscriber of a Registered Deal, which incentive payment will be set forth and payable per this Agreement and the Partner Program Guide.

1.9 “Partner Letter of Agreement” means the letter executed by Infimatrix and Partner that identifies the parties to the Agreement, along with other material parameters. The Agreement is in full force and effect upon the signature of the duly appointed representative of each Infimatrix and Partner.

1.10 “Partner Program Guide” means the latest version of the document titled Partner Program Guide, which may be found here and, by this reference, incorporated into this Agreement. The Partner Program Guide may be updated from time to time by Infimatrix.

1.11 “Promotional Materials” has the meaning given to it in Section 5.2 below.

1.12 “Registered Deal” means a company or entity set forth on a Deal Registration Form submitted by Partner that has been reviewed, accepted and approved by Infimatrix.

1.13 “Terms of Service” means the contract in the form, and containing the terms and conditions (including price and payment terms), established by Infimatrix from time to time for the sale and use of the Infimatrix Products by Subscribers. Terms of Services may be electronic or paper-based, as determined by Infimatrix.

1.14 “Subscriber” means a company or entity licensed to use the Infimatrix Products for its own use and not for resale in accordance with an executed Terms of Service between Infimatrix and Subscriber. For the purposes of this Agreement, Subscribers are end-user customers of Infimatrix Products, who’s source of their subscription is from a Registered Deal.

1.15 “Term” means, collectively, the Initial Term and all Renewal Terms, if any (as those terms are defined in Section 6.1).

2. Appointment.

2.1 Appointment as Partner. Subject to the terms and conditions of this Agreement and Partner’s fulfillment of all of its obligations under this Agreement, Infimatrix hereby grants to Partner a limited, nonexclusive, non-transferable (except as provided in Section 10.4), non-sublicensable right and license during the Term to (a) market, display, demonstrate, and refer the Infimatrix Products to Subscribers; and (b) use and make a reasonable number of copies of Infimatrix Documentation for internal use and distribution to Subscribers.

2.2 Deal Registration. Within three (3) business days of receipt, Infimatrix, at its sole discretion, shall approve or reject Partner’s submission of the Deal Registration Form, which approval shall not be unreasonably withheld. An approved submission becomes a Registered Deal pursuant to this Agreement. If Infimatrix does not respond to the Deal Registration Form within three business (3) days, the Deal Registration Form will be deemed rejected. Additional terms and conditions may be found in the Partner Program Guide.

2.3 Responsibilities. Partner shall:
(a) Use its best efforts to promote the sale of Infimatrix Products;
(b) Market and reasonably demonstrate the Infimatrix Products on behalf of Infimatrix in accordance with the Partner Program Guide;
(c) Maintain, at its expense, an adequate place or places of business (including remote capabilities) and sufficiently trained and qualified personnel (i) for presentation of the Infimatrix Products to Subscribers and prospective Subscribers for the purpose of promoting sales of Infimatrix Products, (ii) for training Subscribers in the use of Infimatrix Products (level of training to be agreed between Infimatrix and Partner), and (iii) to otherwise meet its obligations hereunder;
(d) Not engage in any unethical or deceptive business practices that would diminish the goodwill and reputation of Infimatrix or the Infimatrix Products;
(e) Use the Deal Registration Form to register and request approval of all prospective lead opportunities;
(f) Pay all expenses incurred by Partner in the performance of its duties under this Agreement; and
(g) Comply with all statutes, laws, ordinances, rules, regulations and any other governmental authority applicable to it in the performance of its obligations under this Agreement in connection with the advertising, promotion, marketing, and sale of the Infimatrix Products.

2.4 Non-Infimatrix Services. Partner is authorized to offer directly to Subscribers, independent of its functions as a Partner under this Agreement, appropriate extended, non-Infimatrix services in support of the Infimatrix Products. Such services may include, without limitation:
(a) Training of Subscriber’s personnel on the use of Infimatrix Products;
(b) Business and consulting support services to Subscribers with respect to the Infimatrix Products and value delivery consulting services; and
(c) The terms, conditions and charges for such additional services shall be established by Partner with Subscribers. Partner shall inform each Subscriber that:
(i) Infimatrix’s obligations are limited to those contained in the Terms of Service,
(ii) that all services of Partner are offered exclusively by Partner, and
(iii) Partner is solely responsible for all such ancillary services.

2.5 Limits of Authority. Partner shall not, without prior written approval from an authorized representative of Infimatrix, take any of the following actions:
(a) Waive, alter, or change any provision of any terms and conditions (including warranty) for the Infimatrix Products and Documentation related to the Infimatrix Products;
(b) Modify or extend the amount of time for the payment of any charge or fee required for the purchase of Infimatrix Products;
(c) Modify, add or alter any provision of the Terms of Service;
(d) Endorse, cash checks, drafts, or money orders payable to Infimatrix or others for the Infimatrix Products;
(e) Commit to any commercial terms regarding the sale or delivery of Infimatrix Products to Subscribers; or
(f) Sell or promise to deliver any Infimatrix Products and services other than those subject to this Agreement, without the prior written consent of Infimatrix.

2.6 Marketing Support. Infimatrix shall provide Partner, at no cost, reasonable content and marketing collateral in order to support Partner efforts under this Agreement. This support may include product descriptions and promotional documents, product specifications, sample statements of work or deliverables, sales literature, and scripts as applicable. Infimatrix will also engage in reasonable training of Partner personnel, including telephone support during sales calls.

2.7 Reservation. Infimatrix reserves the right and option to discontinue offering the Infimatrix Products and to change and modify the Infimatrix Products as Infimatrix sees fit at any time. Infimatrix will provide Partners with 90 days advance notice of discontinued or significantly modified Infimatrix Products and a commercially reasonable transition path to alternate Infimatrix Products if such reasonable transition path exists.

2.8 Restrictions. Partner acknowledges that the Infimatrix Products contain Confidential Information of Infimatrix, and agrees that it shall not, nor shall any third-party solicited or otherwise engaged by Partner, disassemble, decompile or otherwise attempt to reverse engineer the Infimatrix Products in whole or in part, except to the extent expressly permitted under applicable law notwithstanding such prohibition. Partner shall have no rights with respect to the Infimatrix Products or Documentation except as expressly set forth herein, and agrees not to copy or translate the Infimatrix Products or Documentation except as provided in Section 2.1.

3. Compensation.

3.1 Incentive Payment. Partner Incentive Payment(s) shall be paid during the Term of this Agreement. The Partner Incentive Payment shall be based upon Net Product Revenue and determined as set forth in the Partner Program Guide.

3.2 Payment. All Incentive Payments under this Agreement shall be paid quarterly within thirty (30) days after the collection of Net Product Revenue for the respective calendar quarter and in accordance to the terms of the Partner Program Guide. Incentive Payment(s) shall be paid by wire transfer unless otherwise arranged by mutual agreement. Partner to provide banking information (sufficient to facilitate payments) to Infimatrix finance department at invoices@Infimatrix.com within ten (10) days of the Effective Date. Any payments between parties not defined in the Partner Program Guide shall be due Net 30 days from the date of invoice. All payments under this Agreement shall be in Indian Rupees.

3.3 Audit. During the Term and for one (1) year thereafter, upon advance notice of no less than thirty (30) days, and no more than once per calendar year, Infimatrix or its designated representative (provided that the representative is not a competitor of Partner) shall have access during normal business hours to all pertinent books and records of Partner relating to Partner’s obligations under this Agreement solely for the purpose of verifying compliance with the terms of this Agreement, including verification that all Incentive Payments have been properly earned, credited and paid.

3.4 Taxes. Each of the parties is responsible for the payment of all taxes that may be levied or assessed upon it in connection with this Agreement. Notwithstanding the above, unless a party provides the other with a certificate of exemption from the applicable taxing authorities, the paying party will deduct from all payments to other party hereunder all applicable withholding taxes. If a party is required to withhold taxes, that party agrees to provide other party with written evidence of the withholding.

3.5 No Partner Incentive Payment Payable.
(a) Infimatrix has no obligation to pay Partner Incentive Payment(s) on any of the following: (i) products or services other than the Infimatrix Products; (ii) terminated subscriptions; (iii) lapsed or suspended subscriptions; (iv) an unapproved, unregistered or improperly Registered Deal (see Sections 1.12 and 2.2); or (v) Subscriber signings, meaning Subscriber’s execution of a Terms of Service, after this Agreement expires or terminates for any reason.
(b) No Partner Incentive Payment will be payable on any Infimatrix Products subscription or service for which Infimatrix does not receive good funds as payment. Partner acknowledges that Infimatrix may determine whether a new Subscriber is a referred Subscriber based solely on Partner properly submitting and Infimatrix approving a Deal Registration Form, and Partner will not receive Partner Incentive Payment where it fails to register and obtain Infimatrix approval for a referred Subscriber, or Infimatrix is otherwise unable to definitively determine the Partner sourced, and was responsible for, the sale. If there is a question as to whether a Subscriber qualifies as a referred Subscriber, Infimatrix shall determine the matter in good faith, as Infimatrix determines to be equitable. Infimatrix’s decision will be final and controlling.

4. Property Rights and Confidentiality.

4.1 Ownership. Partner acknowledges that, as between the parties, Infimatrix owns the Infimatrix Products. All right, title and interest in and to the Infimatrix Products, including without limitation, all copyrights, trade secrets and other intellectual property rights pertaining thereto will remain vested in Infimatrix. Partner shall not, and shall not solicit others to, modify, reverse engineer, decompile, disassemble, distribute, or transfer the Infimatrix Products. Infimatrix reserves all rights not expressly granted to Partner hereunder. There are no implied rights. Partner will not alter, remove, modify or suppress any confidentiality legends or proprietary notices placed on or contained within the Infimatrix Products.

4.2 Confidentiality. Each party agrees to maintain in confidence all Confidential Information. Each party, as receiving party, agrees that it shall not use the discloser’s Confidential Information other than as necessary to perform this Agreement or exercise its rights hereunder, and each party further agrees that it shall not disclose or make available the disclosing party’s Confidential Information to any person or entity, except as a necessary part of performing its obligations hereunder, and shall take all reasonable steps to prevent unauthorized disclosure or use of the disclosing party’s Confidential Information, and to prevent it from falling into the public domain or into the possession of unauthorized persons. The receiving party shall not disclose Confidential Information of the disclosing party to any person or entity other than its employees and consultants who need access to such Confidential Information in order to perform obligations under this Agreement and who have entered into written confidentiality agreements with the receiving party with obligations no less stringent than the terms of this Agreement. The receiving party shall promptly and without undue delay give notice to the disclosing party of any unauthorized use or disclosure of disclosing party’s Confidential Information. The disclosing party agrees to assist the other party in remedying the unauthorized use or disclosure of its Confidential Information.

4.3 Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto; or (v) is independently developed by the receiving party without reference to, or use of, the Confidential Information of the disclosing party, which independent development the receiving party shall have the burden of proving. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides at least ten (10) business days’ prior written notice of any subpoena, order, or the like to the other party so that the party has the opportunity to obtain a protective order or otherwise oppose the disclosure or seek protective treatment.

4.4 Permitted Disclosures. A party may disclose information concerning this Agreement and the transactions contemplated hereby, including providing a copy of this Agreement, to any or all of the following: (a) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (b) the party’s outside accounting firm, or (c) the party’s outside legal counsel; provided such discloses agree to keep the information confidential in accordance with the terms of this Agreement. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information. A party may also disclose this Agreement under seal in any litigation concerning this Agreement.

4.5 Injunctive Relief. Monetary damages may not be an adequate remedy for breach of the obligations set forth herein. In addition to all other remedies, the non-breaching party will have the right to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other equitable relief, without the need to post bond or other security.

5. Trademarks.

5.1 Grant of License. Subject to the terms and conditions set forth in this Agreement and Partner’s fulfillment of all of its obligations under this Agreement, Infimatrix hereby grants to Partner a personal, non-exclusive, non-transferable license, to use the Infimatrix Marks to market, advertise, and sell the Infimatrix Products.

5.2 Advertising and Promotional Materials. All advertising, promotional materials, displays, and presentations (including all Web pages, packaging, and displays) that include or refer to any Infimatrix Marks (collectively the “Promotional Materials”) are subject to Infimatrix’s prior written approval. Partner shall submit a pre-production sample of any proposed Promotional Materials bearing the Infimatrix Marks to Infimatrix for its written approval prior to Partner’s commercial use. Upon Infimatrix’s written approval of any Promotional Materials, no further approval is required from Infimatrix for Partner’s use of the same Promotional Materials for the purposes defined in the Marketing Collateral Approval Form.

5.3 Infimatrix Marks. Partner acknowledges that Infimatrix is and will remain the owner of all right, title, and interest in and to each of the Infimatrix Marks in any form or embodiment thereof, and is also the owner of all goodwill associated with the Infimatrix Marks, and all goodwill generated by those sales shall inure exclusively to the benefit of Infimatrix.

5.4 Partner’s Marks. Infimatrix acknowledges that Partner is and will remain the owner of all right, title, and interest in and to each of the Partner Marks in any form or embodiment thereof, and is also the owner of all goodwill associated with the Partner Marks. Partner hereby grants to Infimatrix a personal, non-exclusive, non-transferable license, to use the Partner Marks on promotional materials, advertisements and on its website during the Term of this Agreement for the purpose of fulfilling its obligations under this Agreement. For purposes of this Section, “Partner Marks” are those specifically provided to Infimatrix by Partner for use in marketing of Partner relationship.

6. Term and Termination.

6.1 Term. The initial term of this Agreement (“Initial Term”) will commence on the Effective Date and continue for a period of one (1) year thereafter. Following the Initial Term, this Agreement will automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless either party notifies the other, at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term, as the case may be, of the notifying party’s election not to renew this Agreement.

6.2 Material Breach. Either party may terminate this Agreement on or after the thirtieth (30th) day after the party gives the other party written notice of a material breach by the other party of any obligation hereunder, unless such breach is cured within thirty (30) days following the breaching party’s receipt of the written notice. Additionally, either party may at its option and without notice terminate this Agreement effective immediately if the other party (i) becomes involved in any voluntary or involuntary bankruptcy or other insolvency proceeding, or (ii) ceases to be actively engaged in business or becomes financially incapable of fulfilling its obligations under this Agreement.

6.3 Immediate Termination. Infimatrix may terminate this Agreement immediately, upon written notice to Partner, if Partner (a) is using the Infimatrix Products for any purpose not expressly permitted by this Agreement, (b) violates any law or regulation, which is applicable to it in the performance of its obligations under this Agreement, or (c) commits any willful or intentional act that could injure Infimatrix.

6.4 Effect of Termination. Upon any termination of this Agreement, the licenses granted under this Agreement shall terminate, Partner shall cease soliciting new Infimatrix Products Subscribers, shall cease representing the Infimatrix Products, and Partner shall promptly destroy or return to Infimatrix all copies of the Infimatrix materials, including Confidential Information, in its possession or under its control. Infimatrix’s acceptance of any subscription for Infimatrix Products after the expiration or termination of this Agreement will not be construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right. Infimatrix shall continue to pay to Partner the Partner Incentive Payment for referred Subscriber subscriptions that are in effect up to the date of termination. For the avoidance of doubt, Subscriber subscriptions shall be deemed to be in effect if Subscriber and Infimatrix have fully executed a Terms of Service prior to the date of termination of this Agreement.

6.5 Survival. The provisions that by their nature continue and survive shall survive the expiration or termination of this Agreement, including, without limitation, the following Sections: 3.2, 3.3, 4.1, 4.2, 4.3, 4.5, 5.3, 5.4, 6.4 – 6.6, 7.1, 7.2, 8.1, 8.2, 9 and 10.1-10.13.

6.6 No Compensation. Partner is not entitled to any compensation, damages, or payments in respect to goodwill that has been established or for any damages on account of prospective or anticipated profits, nor is Partner entitled to reimbursement in any amount for any training, advertising, market development, investments, leases, or other costs that is expended by Partner before (or projected to occur after) the termination of this Agreement. Partner hereby waives its rights under applicable laws for that compensation.

6.7 Notice of Claims. Partner must give written notice to Infimatrix of any claims against Infimatrix arising under or in any way relating to this Agreement or the selling representation created hereby within six (6) months after the effective termination date of this Agreement; the failure by Partner to do so shall be deemed a waiver of those claims.

7. Warranty.

7.1 General Warranties. Each party hereby represents and warrants to the other that:
(a) it has all right, power and authority to execute, deliver and perform this Agreement and to grant the rights and consummate the transactions contemplated hereby;
(b) this Agreement has been duly authorized, executed and delivered by such party, constitutes the legal, valid and binding obligation of such party and is enforceable against such party in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency, or similar laws of general applicability governing the enforcement of the rights of creditors or by the general principles of equity (regardless of whether considered in a proceeding at law or in equity).

7.2 No Product Warranties. Infimatrix warrants the Infimatrix Products only to Subscribers who have purchased subscriptions to the Infimatrix Products subject to the terms of the Terms of Service. The scope of those warranties is in the sole discretion of Infimatrix. No warranties are made to Partner in this Agreement with respect to Infimatrix Products. Partner has no right to make any representations or warranties, or otherwise cause any Subscribers or potential Subscribers to believe that any warranty, except as is provided in writing by Infimatrix, is applicable to any Infimatrix Product.

7.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Infimatrix does not warrant or guarantee any minimum amount of money Partner will receive under this Agreement, and Partner does not warrant or guarantee any minimum number of new Subscribers Infimatrix will receive under this Agreement.

8. Indemnification.

8.1 By Infimatrix. Infimatrix will defend any action (or portion thereof) brought against Partner based solely on a third-party claim that an Infimatrix Product infringes a U.S. patent or copyright or misappropriates the proprietary trade secret of any third party. Infimatrix will indemnify Partner against damages awarded against Partner in such actions which are directly attributable to such claim, on condition that Partner is not in breach of this Agreement and that Infimatrix is given prompt written notice of such claim, reasonable assistance from Partner, and sole authority to defend or settle the claim. If an Infimatrix Product becomes, or in Infimatrix’s opinion is likely to become, the subject of a claim of infringement, Infimatrix may, at its option, procure for Partner the right to continue to use the product, replace or modify the product to make it non-infringing, or discontinue sales and marketing of the product if deemed necessary. Infimatrix will have no liability for any claim based on (i) any modification of the Infimatrix Products, except with respect to modifications performed by Infimatrix; or (ii) any use of the Infimatrix Products other than as provided in this Agreement. This Section 8.1 sets forth Infimatrix’s complete liability with respect to infringement of intellectual property rights.

8.2 By Partner. Partner will indemnify, defend, and hold harmless Infimatrix, its affiliates and their respective officers, directors, shareholders and representatives against all liabilities, obligations, losses, costs, damages and other expenses and attorneys’ fees relating to claims arising from Partner’s own breaches, acts, omissions or misrepresentations, provided Infimatrix gives Partner prompt written notice of such claim, reasonable assistance and authority to defend such claim.

9. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL PARTNER INCENTIVE PAYMENTS PAID BY Infimatrix TO PARTNER DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY IN THE CASE OF A PARTY’S BREACH OF ITS INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Miscellaneous.

10.1 Jurisdiction, Choice of Law. The laws of the state of Maharashtra, Mumbai court (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the central and state courts of Maharashtra, Mumbai court in all controversies arising out of, or relating to, this Agreement.

10.2 Non-Solicitation of Employees. During the Term of this Agreement, and for a period of one (1) year thereafter, neither party shall directly solicit or induce any of the employees of the other party involved in the performance of this Agreement to terminate their employment.

10.3 Assignment. Partner may not assign this Agreement or any of its rights or obligations hereunder voluntarily, by operation of law, or otherwise, (including without limitation in connection with a sale of its stock or assets or a merger, consolidation or other change of control involving Partner), without Infimatrix’s prior written consent, which consent shall not be unreasonably withheld. Any attempt to assign this Agreement without such consent shall be void. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.4 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain valid, legal, and enforceable.

10.5 Notices. A party giving or making any notice, request, demand or other communication (each, a “Notice”) under this Agreement shall give the Notice in writing and use one (1) of the following methods of delivery: personal delivery, registered or certified mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid), or confirmed facsimile. Any party giving a Notice shall address the Notice to the receiving party (the “Addressee”) at the address listed on the signature page of this Agreement or to another Addressee or another address as designated by a party in a Notice pursuant to this Section. Except as provided elsewhere in this Agreement, a Notice is effective only if the party giving the Notice has complied with this paragraph and if the Addressee has actually received the Notice.

10.6 Export Restrictions. Partner shall not export or re-export directly or indirectly (including via remote access) any of the Infimatrix Products provided by Infimatrix to Partner (including any Confidential Information of Infimatrix) to any country for which export or re-export is forbidden or for which a validated license is required under India law.

10.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

10.8 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of such right.

10.9 Construction. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement, which shall be considered as a whole.

10.10 Relationship of the Parties. Partner and Infimatrix enter into this Agreement as independent contractors, and neither Partner nor Infimatrix will be or construed to be an agent, joint venture, or employee of the other.

10.11 Compliance with Laws. Each party agrees to comply with all laws, rules, and regulations in connection with its activities under this Agreement. Partner warrants that in the performance of its obligations under this Agreement, it shall not act in any fashion or take any action which will render Infimatrix liable for a violation of the U.S. Foreign Corrupt Practices Act & equivalent rule and Laws in the Courts of India, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist it or Infimatrix in obtaining or retaining business.

10.12 Force Majeure. Neither party will be liable to the other for any failure of performance under this Agreement due to acts of God; acts of the public enemy; strikes, lockouts, or other industrial disturbances; plagues, pandemics, or other health outbreaks; earthquakes, tidal waves, volcanoes, fires, floods, storms, droughts, or weather conditions; war, riots or terrorist acts; legal interferences; or, without limitation by enumeration, any other cause beyond the reasonable control of a party, on condition that the cause occurs without the fault, negligence or involvement of that party and that the party promptly and diligently takes all action as may be necessary and practicable under the then existing circumstances to remove the cause of failure and resume performance at the earliest reasonable time and gives notice of the circumstance to the other party as soon as practicable. If any event of force majeure continues for more than sixty (60) consecutive days, the party whose performance is not affected by the event of force majeure may terminate this Agreement upon written notice to the other party.

10.13 Governmental Approval Obligations. Partner shall, at its own expense, obtain and arrange for the maintenance in full force and effect of all governmental approvals, consents, licenses, authorizations, declarations, filings, and registrations as may be necessary or advisable for the performance of all the terms and conditions of this Agreement, including, but not limited to, all approvals which may be required to realize the purpose of this Agreement.

Privacy Policy

Last Updated March 2024

Infimatrix, Inc. (“Infimatrix” or any first-person pronouns such as “We,” “Us,” “Our,” or “Ours”), recognizes the importance of protecting the privacy of information We may receive from users of Our website (the “Website”). For the purposes of this Privacy Policy, users include anyone who accesses the Website (together, “User” or “Users” or any second-person pronouns such as “You,” “Your” or “Yours”).

This Privacy Policy, along with Our Terms of Use, describes the information We collect from Users, how We may use it and with whom We may share that information, the safeguards We use to protect such information and the choices You may make with respect to Your personal information.

Defined terms not otherwise defined herein shall have the same meaning as in Our Terms of Use.

1. Information We Collect

We have constructed Our Website so that You may visit Us and review information about Our services and products, without revealing Your identity or volunteering any personally identifying information. Please be aware that We automatically collect certain information about Users, including the Internet Protocol (“IP”) address of Your computer, browser type, date and time of Your visit, how long You visited certain pages on the Website, and the page, service or product You are requesting. If You choose to contact Us, request information, or inquire about a service or a product, We will collect personally identifiable information (“PII”) from You, such as that indicated below, and this information may be combined, to provide You with information You request and to ensure that We maintain complete, current and accurate personal information. In order to receive information from the Website, You may be required to provide Us with certain information, including, for example, Your e-mail address. Failure to provide such data may make it impossible for Us to provide You with information. We may use PII or aggregate and/or de-identified data about Users (“Aggregate Information,” or “AI”) for various purposes, including:

administering and enabling the use of the Website, including, but not limited to, communications at the email or physical addresses, or phone number provided by You, notification regarding the Website, such as any future amendments to its privacy practices or this Privacy Policy;

ensuring all Users follow Our Terms of Use and other rules and policies;

banning a User temporarily or permanently for failure to follow Our Terms of Use, rules and policies, or for other misconduct or inappropriate behavior;

responding to questions and comments from Users;

enabling Users to receive newsletters, updates, and other materials related to Us;

monitoring and analyzing the Website (including, but not limited to, measuring Users’ interest in, and use of, various areas of the Website);

improving the functionality, design and quality of the Website;

performing the technical administration of the Website;

investigating cases of suspected abuse or fraud;

preparing statistical and other summary analyses of Our Users’ behavior; and

any other purpose that We determines at Our discretion is related to the use, advertising, marketing, promotion or other of Our, or the Website’s legitimate purposes.

(Collectively, “Our Purposes”).;

2. Cookies

The Website deploys cookies. These are small text files that the Website places on Your computer or other web-accessing devices. These cookies allow Us to distinguish You from other Users of the Website, and to enhance the Website and Your experience when You browse it. We also collect information about Your use of the Website through cookies and similar technology. Cookies allow Us to recognize You and maintain Your preferences when You return to the Website. Cookie technology collects “clickstream” data, which do not include personally identifying information, but which reflect Your activities on the Website and help Us to improve the Website and anticipate what may be of most interest to Our Users, by monitoring traffic in popular areas and modifying the services and information to meet demand. We use cookies on the Website to (i) direct Users to the relevant sections on the Website, (ii) ensure the Website delivers a consistent look across different browsers and devices, (iii) enable complex areas of the Website to function, (iv) to track aggregated statistics about visits to the Website to help Us improve Website’s performance.

Most web browsers allow control of cookies through the browser settings. You can set Your browser to notify You when You receive a cookie, which will enable You to decide if You want to accept it or not. However, if You do not accept a particular cookie, certain elements of the Website may not function correctly or completely.

3. Information You Provide Through the Website

If You choose to contact Us through the Website, We directly collect certain information from You, which may include Your name, a functioning email address and home or business address where You can be reached, and a phone number. We will utilize such personal data for the purpose for which You submitted it to Us, such as to respond to Your inquiry, provide You with Our services or products, or for any of Our Purposes. By voluntarily providing Us with Your personal data, You are consenting that We may use such personal data in accordance with this Privacy Policy.

We do not collect or maintain PII for resale purposes, or share Your information with any other company or organization, except as indicated herein or to the extent such other company or organization is acting as Our agent for purposes of communicating with You by mail, e-mail, or otherwise. In addition, We will not send promotional materials to Users who indicate that they do not wish to receive such messages.

4. Do Not Track Disclosure

You can set Your browser to a Do Not Track (“DNT”) setting, to notify websites You browse that You do not want them to collect and/or track Your personal information. If You do not want Us to track Your PII and other personal data, please do not share Your PII with Us.

5. Information Sharing Disclosure Requests

If You are a California resident, You have the right to request one Notice of Information-Sharing Disclosure per year which will identify the third parties with whom We or any of Our affiliates has shared the personal information We have collected from You. You may request the Notice of Information-Sharing Disclosure by writing to Us at: [], or by e-mailing Us at []. We will respond to Your request for a Notice of Information-Sharing Disclosure within 30 days.

6. Legal Requirements

We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We may, without providing notice to You, disclose any information about Users, including PII, to government or law enforcement officials or private parties where We are required to do so by law, including, but not limited to, in response to a court order or subpoena. We may also, without providing notice to You, disclose PII in response to a request by a law enforcement agency or other public agency or if We believe such disclosure may prevent or mitigate the threat of crime or harm to Users or others, facilitate an investigation related to a User’s safety or public safety, protect the security or integrity of Our Website, or enable Us to take precautions against liability.

7. Your Privacy Choices

If a User becomes aware that personal information We maintain about them is inaccurate, incomplete, misleading, irrelevant or out of date, or if an individual would like to access, update or review their information, the individual is solely responsible for updating such information, and may do so by contacting Us using the contact information below. We will attempt to provide the requested information or make requested changes to the extent allowable by applicable privacy laws. In any event, We will respond to You as soon as reasonably possible to advise You of the outcome of Your request. You may request the removal of previously provided personal information at any time using the contact information below. The deletion of such data, however, may affect Our ability to provide You with Our services and/or products. We reserve the right to verify the identity of any person making an opt-out or correct/update request, but shall have no liability whatsoever resulting from false or erroneous requests.

You may update Your personal information, communications preferences, or opt out from receiving promotional materials at any time by contacting Us at marketing@Infimatrix.com.

8. Updates to Our Privacy Policy/Notification of Changes

We are continually improving and adding new functionality and features to its Website. Because of these ongoing improvements, changes in the law and the changing nature of technology, Our data practices will change from time to time. Accordingly, We reserve the right to update or modify this policy at any time and from time to time without prior notice. If and when Our data practices change, We will post the revised policy on the Website. Such changes to the Privacy Policy will become effective when posted. Unless stated otherwise, Our current Privacy Policy applies to all personal data that We have about You. We stand behind the promises We make, however, and will not materially change Our policies and practices to make them less protective of personal data collected in the past without the consent of affected individuals. Notwithstanding the above, Your continued use of the site after any changes or revisions to this Privacy Policy shall indicate Your agreement with the terms of such revised Privacy Policy. We encourage You to check this Privacy Policy regularly.

9. Security

Please note that any information You share with Us via email or via the internet is not completely secure. We take reasonable steps to protect the personal information provided via the Website from loss, misuse and unauthorized access or disclosure, however, no Internet or e-mail transmission is ever fully secure or error free. Due to the nature of the internet, there is a possibility that unsecured (unencrypted) email or internet transmissions could be intercepted and read by third parties. We assume no responsibility for interception of confidential information or personal information that You send in an unsecured (unencrypted) email message or other internet transmission to and from the Website. Therefore, You should take special care in deciding what information You send to Us via the Website, e-mail or via other internet transmission.

You acknowledge and accept that, despite Our efforts, there may be times or situations when Your PII is inadvertently disclosed by Us or by a third party to whom We have disclosed Your PII. You hereby accept that risk and waive any and all claims, causes of action, damages and liability against Us in the event of such inadvertent or negligent disclosure of PII.

10. Links to Third Party Sites

This Privacy Policy applies only to our Website. The Website may at times contain links to other websites that are not owned or controlled by Us. Please be aware that We are not responsible for the privacy policies of such other websites or how these websites operate or treat Your personal information.

In no event will We be responsible for the information contained in such links or websites, their practices or for Your use of, or inability to use such links or websites or their services, or transmissions received from such websites. By using the Website, You expressly relieve and discharge Us from any and all liability arising from Your use of any third-party website. We encourage You to be aware of this when You leave the Website and to read the privacy policies and terms of use associated with each of any third party websites that may collect PII.

11. Service Providers and Other Third Parties

Processing the data collected through the Website is carried out using computers and/or IT enabled tools, following organizational procedures and modes related to Our Purposes.

We may employ third party companies and individuals to facilitate the operation of the Website, and to perform services related to administration of the Website (including, but not limited to, maintenance, hosting and database management services, web analytics and administration and legal services). These third parties have access to Users’ PII and other personal data only to perform these tasks on Our behalf.

We may share AI, and reports based on AI, with third parties for industry analysis, demographic profiling, other commercial purposes, or to deliver targeted advertising about other products and services. No such AI that We provide to third parties will contain PII.

12. Operation Transfers

In connection with a sale of all or part of Our operations, or sale or transfer of assets, or a merger, reorganization, or in the event of bankruptcy, We may transfer PII to a third party as part of the transaction, to the extent permitted by applicable law.

13. Processing or Transfer of Information

To the extent permitted by applicable law, Your PII may be processed or transferred outside of Your state, where the privacy laws may not be as protective as those in Your jurisdiction

14. Other Terms and Conditions

Your access to and use of the Website is subject to the Terms of Use described elsewhere on the Website.

15. Governing Law

This Privacy Policy supersede any other agreement between You and Us to the extent necessary to resolve any inconsistency or ambiguity between the agreements. This Privacy Policy will be governed by and construed in accordance with the substantive and procedural laws of the State of Maharashtra, Mumbai court, without giving effect to any principles of conflicts of laws. A printed version of this Privacy Policy will be admissible in judicial and administrative proceedings based upon or relating to this Privacy Policy to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Binding Arbitration for Disputes and Class Action Waiver

Any legal disputes or claims arising out of or related to this Privacy Policy, which we cannot resolve through negotiated means exclusively, shall be submitted for binding arbitration in in Mumbai,India. The arbitration shall be conducted under relevant Govt of India Rules using a single arbitrator, unless otherwise mutually agreed. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, and shall be final and binding. Claims shall be brought within the limitations period required by applicable law. Any claim, action or proceeding arising out of or related to the Agreement that You bring must be brought in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING YOUR RIGHTS TO (1) BRING A LEGAL ACTION IN COURT (2) HAVE YOUR DISPUTE RESOLVED BY A JUDGE OR JURY, AND (3) PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

17. Miscellaneous Provisions

The section titles in this Privacy Policy are for convenience only and have no legal or contractual effect. Our failure to exercise or enforce any right or provision of this Privacy Policy shall not constitute a waiver of such right or provision. If any provision of this Privacy Policy is found by an arbitrator or court of competent jurisdiction to be invalid, the parties hereto nevertheless agree that such arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Privacy Policy will remain in full force and effect. Our failure to exercise or enforce any right or provision of this Privacy Policy shall not constitute a waiver of such right or provision by Us. If any provision of this Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Privacy Policy remain in full force and effect.

18. Questions About Our Privacy Policy

If You have any questions about this Privacy Policy or concerns about the way We processes Your personal data, or require assistance in managing Your privacy choices, please contact Us using the contact information below.

Cookie Policy

Last Updated March 2024

This cookie policy (“Cookie Policy”) applies to Infimatrix, Inc., a Delaware corporation (“Infimatrix”, “we”, “us” and “our”). Like many Internet companies, we employ “cookies” or similar technologies on our Web-hosted products, services and on our websites (including Infimatrix.com) (collectively, our “Service”). This Cookie Policy tells you about the use of Cookies and similar technologies.

When you first access some of our Services from certain jurisdictions, you will receive a message advising you that cookies and similar technologies are in use. By clicking “Accept”, closing the message, or continuing to use our Service, you signify that you understand and agree to the use of these technologies, as described in this Cookie Policy.

You do not have to accept cookies and consent can be withdrawn at any time (see How to Control Cookies, below). You can change your browser settings to refuse or restrict cookies, and you may delete them after they have been placed on your device at any time. If you do not accept or delete our cookies, some areas of the Service that you access may take more time to work, or may not function properly.

1. What Are Cookies?

Cookies are small files containing a string of characters that we may store on your computer or mobile device when you access the Service. When you access the Service again, the cookies allow us to recognize your browser. Cookies may store your preferences and other information but cannot read data off your hard disk or read cookie files created by other sites.

Cookies set by the website owner (in this case, Infimatrix) are called “first party cookies”. Cookies set by parties other than the website owner are called “third party cookies”. Third party cookies enable us to provide third party features or functionality through the Site (i.e. advertising, social media functions and analytics).

2. The Cookies We Use

Cookies make the use of our Service easier by, among other things, saving your preferences. We may also use cookies to deliver content tailored to your interests. Our cookies may enable us to relate your use of the Service to Personal Information that you previously provided.

The information that we collect with cookies allows us to statistically analyze usage of the Service, and to improve and customize our content and other offerings. However, we only disclose information collected with cookies to third parties on an aggregated basis without the use of any information that personally identifies you.

The specific types of first party and third party cookies placed by our Service and the purposes they perform are described in the table below:

TYPE OF COOKIES	WHO SERVES THESE COOKIES	HOW TO REFUSE
Strictly Necessary Cookies
These are cookies that are required for the operation of our Service. They include, for example, cookies that enable you to log into secure areas of our websites, use a shopping cart or make use of e-billing.	Infimatrix.com	These cookies are strictly necessary to deliver the Site and therefore cannot be refused. They can be deleted or blocked using your browser settings, however (see How to Control Cookies, below).
Performance and Functionality Cookies
These are used to recognize you when you return to our Service. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region), but are non-essential to the performance of our Service.	Infimatrix.com	These cookies can be deleted or blocked using your browser settings (see How to Control Cookies, below).
Analytical or Customization Cookies
These cookies collect information about how users access and move through our Service. We use this information in either aggregate form to help us to improve the way our Service work, or to personalize our Service to your interests.	Google Analytics	These cookies can be deleted or blocked using your browser settings (see How to Control Cookies, below). Alternatively, please follow the links below to review the third party’s privacy policy or to opt-out [e.g.]: Google Universal Analytics https://tools.google.com/dlpage/gaoptout
Advertising Cookies
These cookies are used to make the advertising displayed on our Service more relevant to you. These cookies prevent ads reappearing and ensure that ads are properly displayed. Certain third party cookies may track users over different websites are will provide ads relevant to your interests.	–	These cookies can be deleted or blocked using your browser settings (see How to Control Cookies, below). Alternatively, please follow the links below to review the third party’s privacy policy or to opt-out [e.g.]: DoubleClick https://www.google.com/settings/ads/plugin
Social Media Cookies
These cookies allow us to integrate social media functions into our Service and may also be used for advertising purposes.	Linkedin Analytics	These cookies can be deleted or blocked using your browser settings (see How to Control Cookies, below). Alternatively, please follow the links below to opt-out [e.g.]: Linkedin https://www.linkedin.com/help/linkedin/answer/62931/manage-advertising-preferences?lang=en

3. How To Control Cookies

When you first access our Service from certain jurisdictions, you will receive a message advising you that cookies and similar technologies are in use. By clicking “accept cookies”, closing the message, or continuing to access our Service, you signify that you understand and agree to the use of these technologies, as described in this Cookie Policy.

You do not have to accept cookies and consent can be withdrawn at any time, although you may not be able to use certain features of our Service. You can do this by clicking the appropriate opt-out provided in the cookie table above or by activating the settings on your browser that allows you to refuse all or some cookies.

Please follow the links below to helpful information for the most popular browsers:

Microsoft Internet Explorer: https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies

Google Chrome: https://support.google.com/chrome/answer/95647?co=GENIE.Platform%3DDesktop&hl=en

Mozilla Firefox: https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop?redirectslug=enable-and-disable-cookies-website-preferences&redirectlocale=en-US

Apple Safari:https://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac

4. Web Beacons

As well as cookies, we use other technologies to recognize and track your use of our Service. A web beacon (also known as a “tracking pixel” or “clear GIF”) is a clear graphic image (typically a one-pixel tag) that is delivered through a web browser or HTML e-mail, typically in conjunction with a cookie.

Web beacons allows us, for example, to monitor how users move from one page within our websites to another, to track access to our communications, to understand whether users have come to our websites from an online advertisement displayed on a third-party website, to measure how ads have been viewed and to improve site performance.

5. Targeting Advertising

Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements.

6. Notification of Changes to the Cookie Policy

If at some point in the future there is a change in how Infimatrix handles personal information, we will notify our Clients of such changes and request that each Client notify its End-Users. Any new policy will be posted on the privacy policy page at least one week prior to its effective date.

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