TERMS OF SERVICE

1. Agreement to These Terms

These Terms of Service ("Terms") form a legally binding agreement between Voxvertex Solutions Private Limited ("Voxvertex," "we," "us," or "our") and you (the person or entity using our website and services). They govern your access to and use of our website at voxvertexsolutions.com (the "Website"), our predictive intelligence platform and related services (collectively, the "Services"), and any content, features, or functionality made available through them.

By accessing or using the Website or Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, please do not use the Website or Services.

If you are using the Website or Services on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms. In that case, "you" refers to both you individually and the organisation.

Most of our commercial relationships are governed by a separately executed agreement (such as a Master Services Agreement, Order Form, Pilot Agreement, or Subscription Agreement) between Voxvertex and our customer. Where such a separate agreement is in effect, it controls over these Terms in the event of a conflict, except where these Terms are required by applicable law.

These Terms apply by default to all use of the Website and to use of the Services where no separate agreement is in effect.

2. Key Terms

• ► "Account" means an account registered with Voxvertex to access or use the Services.
• ► "Authorised User" means an individual authorised by you to use the Services under your Account.
• ► "Customer Content" means any data, content, files, or other materials you or your Authorised Users submit to, store in, or generate through the Services, including Operational Data.
• ► "Operational Data" means engineering and machine state data generated by industrial machines, sensors, equipment, telemetry feeds, and other connected devices that you make available to the Services.
• ► "Output" means insights, predictions, recommendations, reports, dashboards, models, alerts, and other outputs produced by the Services.
• ► "Voxvertex IP" means the Services, the Website, our software, models, methods, documentation, branding, and all other materials and intellectual property owned or licensed by Voxvertex.

3. Who May Use the Services

You may use the Website and Services only if you are at least eighteen (18) years old and have the legal capacity to enter into a binding contract under applicable law. The Services are designed for business use and are not directed to consumers or children.

You may not access or use the Website or Services if you are a competitor of Voxvertex and accessing them for benchmarking or competitive purposes without our prior written consent.

4. Accounts and Authorised Users

To access certain features of the Services, you must register for an Account. When you register, you agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You may authorise individuals from your organisation to use the Services as Authorised Users. You are responsible for the actions of your Authorised Users and for ensuring that they comply with these Terms.

You must promptly notify us of any unauthorised use of your Account or any other suspected breach of security.

5. Licence to Use the Services

Subject to your compliance with these Terms and, where applicable, the terms of any separate agreement between you and Voxvertex, we grant you a limited, non exclusive, non transferable, non sublicensable, revocable licence to access and use the Website and Services for your internal business purposes. This licence is conditional and may be modified or revoked in accordance with these Terms.

6. Acceptable Use

You agree to use the Website and Services lawfully and responsibly. You may not, and you may not permit any Authorised User or other party to:

• ► Use the Services in any way that violates applicable law or regulation.
• ► Infringe or misappropriate the intellectual property rights or other rights of Voxvertex or any third party.
• ► Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying ideas of the Services, except to the extent that this restriction is prohibited by applicable law.
• ► Copy, modify, distribute, sell, or lease any part of the Services, or create derivative works based on the Services, except as expressly permitted.
• ► Probe, scan, or test the vulnerability of the Services without our prior written consent.
• ► Use the Services to develop a competing product or service.
• ► Interfere with or disrupt the integrity or performance of the Services, including by introducing malware, viruses, or other harmful code.
• ► Attempt to gain unauthorised access to the Services, related systems, or networks, or bypass any access controls or usage limits.
• ► Use the Services to send spam, phishing, or other unsolicited communications.
• ► Use the Services in safety critical applications or environments where failure could reasonably be expected to result in death, personal injury, or severe environmental damage, except where expressly permitted under a separate written agreement that specifies the additional safeguards that apply.
• ► Use the Services in violation of any applicable export control, sanctions, or trade restriction law.

7. Customer Content and Operational Data

7.1 Ownership

As between you and Voxvertex, you retain all right, title, and interest in and to your Customer Content, including your Operational Data. Voxvertex does not claim ownership of your Customer Content.

7.2 Licence to Voxvertex

You grant Voxvertex a worldwide, non exclusive, royalty free licence to host, store, process, transmit, display, and use your Customer Content as reasonably necessary to provide, secure, and improve the Services and to comply with applicable law. This licence continues for as long as we hold the Customer Content and only for the purposes described in these Terms or in a separate agreement.

7.3 Aggregated and anonymised data

You agree that Voxvertex may collect, generate, and use aggregated, de identified, or anonymised data derived from your Customer Content ("Aggregated Data") to operate, secure, improve, train, and develop the Services, the underlying models, and related products. Aggregated Data does not identify you, your Authorised Users, or any individual, and Voxvertex will not re identify it or attempt to do so. Aggregated Data is owned by Voxvertex and may be used and disclosed by us without restriction, subject to our Privacy Policy and applicable law.

7.4 Your responsibilities

You represent and warrant that you have all rights, consents, and authorisations necessary to submit Customer Content (including any personal information contained in it) to the Services and to grant the licences described above, and that your Customer Content does not infringe any third party rights or violate any applicable law.

8. Outputs and Reliance

The Services generate Outputs // predictions, recommendations, alerts, dashboards, reports, and other analytical results // based on the Customer Content you provide and on the underlying models and methods we use. Voxvertex grants you the right to use Outputs for your internal business purposes, subject to these Terms and any applicable separate agreement.

Outputs are statistical and physical estimates produced by automated systems. While we strive to make Outputs accurate and useful, they are not guaranteed to be correct, complete, or free from error. Outputs are intended to support, not to replace, human judgement.

You are solely responsible for the decisions you make based on the Outputs, including any maintenance, operational, or safety critical decisions. You must not rely on the Services or any Output as the sole basis for any decision that could foreseeably affect human life, safety, or the physical integrity of critical assets. You must maintain appropriate human oversight and independent verification for any such decision.

9. Intellectual Property

All right, title, and interest in and to the Voxvertex IP, including all intellectual property rights in the Website, the Services, our software, models, methods, branding, and documentation, are and remain the exclusive property of Voxvertex and its licensors. No rights are granted to you except as expressly set out in these Terms or in a separate agreement.

Voxvertex welcomes your feedback. If you provide us with suggestions, comments, or other feedback about the Services ("Feedback"), you grant Voxvertex a perpetual, irrevocable, worldwide, royalty free, sublicensable licence to use that Feedback for any purpose without obligation to you.

10. Fees and Payment

Access to certain features of the Services may be subject to fees. Where fees apply, they will be set out in a separate Order Form, Subscription Agreement, or similar written instrument signed between you and Voxvertex. Unless otherwise stated in such an agreement, fees are non refundable, are exclusive of taxes (which are payable by you), and are due in accordance with the payment terms in that agreement.

Use of the public Website and any free features made generally available is provided at no charge, but remains subject to these Terms.

11. Confidentiality

Each party may disclose information to the other that is marked or reasonably identifiable as confidential ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to perform its rights and obligations under these Terms, to protect it using the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and not to disclose it to any third party other than its employees, contractors, advisors, and service providers who have a need to know and who are bound by confidentiality obligations consistent with this section.

Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was rightfully known by the receiving party without a confidentiality obligation prior to disclosure, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully obtained by the receiving party from a third party not bound by confidentiality obligations.

12. Disclaimers

The Website, Services, Outputs, and any other materials provided by Voxvertex are provided on an "as is" and "as available" basis, without warranty of any kind, express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, Voxvertex disclaims all warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, title, accuracy, completeness, non infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, Voxvertex does not warrant that the Services will be uninterrupted, error free, secure, or free from harmful components, that any defects will be corrected, or that any Output will be accurate, reliable, complete, or suitable for any particular purpose. You use the Services and rely on Outputs at your own risk.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Voxvertex or its affiliates, officers, directors, employees, agents, licensors, or service providers be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation damages for loss of profits, revenue, goodwill, use, data, business interruption, or other intangible losses, arising out of or in connection with these Terms, the Website, the Services, or any Output, whether based in contract, tort, strict liability, or any other legal theory, and whether or not Voxvertex has been advised of the possibility of such damages.

In addition, the total aggregate liability of Voxvertex and its affiliates arising out of or in connection with these Terms, the Website, the Services, or any Output, whether based in contract, tort, strict liability, or any other legal theory, will not exceed the greater of (a) the amount actually paid by you to Voxvertex for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred United States Dollars (US$100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for gross negligence, wilful misconduct, fraud, or death or personal injury caused by negligence.

14. Indemnity

You agree to defend, indemnify, and hold harmless Voxvertex and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• ► (a) your or your Authorised Users' use of the Website, Services, or Outputs in breach of these Terms;
• ► (b) your Customer Content, including any claim that it infringes the rights of any third party or violates applicable law;
• ► (c) your breach of any representation, warranty, or obligation in these Terms; or
• ► (d) your violation of any applicable law.

15. Suspension and Termination

We may suspend or terminate your access to the Website or Services, in whole or in part, at any time and for any reason, including if we believe you have violated these Terms, if continued provision of the Services would be unlawful or pose a security risk, or if you fail to pay any fees when due. Where reasonably practicable, we will provide you with notice before suspending or terminating your access.

You may terminate these Terms at any time by ceasing all use of the Website and Services and, if you have an Account, by closing it. Termination does not relieve you of any obligation incurred prior to termination, including any obligation to pay fees that are due.

Sections that by their nature should survive termination, including Sections 7.3 (Aggregated Data), 8 (Outputs and Reliance), 9 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnity), 16 (Governing Law), and 17 (Miscellaneous), will survive.

16. Governing Law and Dispute Resolution

These Terms and any dispute, claim, or controversy arising out of or in connection with them or with your use of the Website or Services are governed by the laws of India, without regard to its conflict of laws rules.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved amicably through good faith discussions between the parties. If the parties cannot resolve a dispute within thirty (30) days of one party notifying the other in writing of the dispute, the dispute shall be referred to and finally resolved by arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 of India. The seat and venue of arbitration shall be New Delhi. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties or, failing such agreement, in accordance with the said Act. The proceedings shall be in the English language. The award of the arbitrator shall be final and binding on the parties.

Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or equitable relief to protect its intellectual property rights or Confidential Information.

17. Miscellaneous

17.1 Entire agreement

These Terms, together with the Privacy Policy and any separate agreement signed between you and Voxvertex, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings, communications, or representations, whether written or oral.

17.2 Changes

We may update these Terms from time to time. When we do, we will update the "Last Updated" date at the top of these Terms and, where the changes are material, provide reasonable notice (for example, by email or a notice on the Website) before the changes take effect. Your continued use of the Website or Services after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Website and Services.

17.3 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this section is void. We may assign These Terms freely, including in connection with a merger, acquisition, reorganisation, sale of assets, or by operation of law.

17.4 Waiver and severability

No failure or delay by either party in exercising any right under These Terms operates as a waiver of that right. If any provision of These Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

17.5 Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of nature, war, terrorism, riots, embargoes, government action, fire, flood, accident, strikes, internet or telecommunications failures, or pandemics.

17.6 Notices

Notices to Voxvertex must be sent in writing to ceo@voxvertexsolutions.com and to the registered office address set out in our Privacy Policy. Notices to you will be sent to the email address associated with your Account or, if none, the address you provided to us, and will be deemed received on the date sent.

17.7 Relationship of the parties

Nothing in These Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other.

17.8 Third party beneficiaries

These Terms do not create any third party beneficiary rights.

18. Contact

If you have any questions about these Terms, please contact us at:

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