1. LICENSE GRANT AND RIGHT OF USE

1.1. License Grant. Subject to all limitations and restrictions contained herein and the Order, Service Provider grants Customer a term subscription, software as a service ('SaaS'), nonexclusive and nontransferable right to access and operate the object code form of Applications (and use its Documentation) as hosted by Service Provider as described in the Order ("Use") and solely to perform those functions described in the Documentation.

1.2. Use. Customer will have a limited right and license to Use the Application solely for its internal business purposes, to perform the functions described in the Documentation. Customer shall not allow any website that is not fully owned by Customer to frame, syndicate, distribute, replicate or copy any portion of Customer's web site that provides direct or indirect access to the Application.

1.3. License Type. Unless otherwise specifically stated in the Order, the type of license granted is per Device, which is uniquely identified by a device ID or by an IMEI number or by a MAC Address. Customer shall ensure that the number of the Devices is equal to or less than the number of Devices for which the Customer has subscribed.

1.4. Additional Restrictions. In no event will Customer disassemble, decompile or reverse engineer the Application or Confidential Information (as defined herein) or permit others to do so.

1.5. Authorized Users. Unless otherwise specifically provided in the Order, "Authorized Users" will only consist of: (i) employees of Customer and (ii) subject to Section 5 (Confidentiality), third party contractors of Customer who do not compete with Service Provider ("Permitted Contractors").

1.6. Customer License Grant. Customer grants to Service Provider a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for Service Provider to perform or provide the Application.

1.7. Third Party Software. The Services may contain third party software that requires notices and/or additional terms and conditions.

2. PAYMENT

2.1. Fees. Customer shall pay Service Provider the fees indicated on the Order. Unless otherwise provided in an Order, all fees are to be paid to Service Provider within thirty days (30) of the date of invoice. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of five (5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.

2.2. Taxes. The license, service fees and other amounts required to-be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Service Provider and hold Service Provider harmless for all sales, use, VAT, excise, property or other taxes or levies which Service Provider is required to collect or remit to applicable tax authorities.

3. HOSTING

3.1. Service Availability. Service Provider will use reasonable efforts to achieve Service Provider's availability goals described in the 'Service Level Agreement for Smargav FieldX.'

3.2. Support Services. Upon payment of the relevant fees on the applicable Order, Customer may receive certain support services for the Application pursuant to the 'Support Agreement for Smargav FieldX.'

3.3. Private Hosting. Only Support Agreement applies in case of the Services are privately hosting by the Customer in their Environment.

4. OWNERSHIP

4.1. Reservation of Rights. By signing the Order, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software or Service Provider materials provided to Customer.

4.2. Marks and Publicity. Service Provider and Customer trademarks, trade names, service marks and logos, whether or not registered ("Marks"), are the sole and exclusive property of the respective owning party. Service Provider may use the Customer's name and/or logo within product literature, press release(s), social media and other marketing materials.

5. CONFIDENTIALITY

5.1. Definition. "Confidential Information" includes all information marked pursuant to this Section and disclosed by either party, before or after the Order Term Start Date (as identified on the Order) and generally not publicly known, whether tangible or intangible and in whatever form or medium provided.

5.2. Confidentiality of Software. All Confidential Information in tangible form will be marked as "Confidential" or the like or, if intangible (e.g. orally disclosed), will be designated as being confidential at the time of disclosure and will be confirmed as such in writing within thirty (30) days of the initial disclosure.

6. WARRANTY

6.1. No Malicious Code. To the knowledge of Service Provider, the Application does not contain any malicious code, program or other internal component (e.g. computer virus, computer worm, computer time bomb or similar component), which could damage, destroy or alter the Application.

6.4. Disclaimer of Warranties. Any and all of SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION and any other technology or materials provided by SERVICE PROVIDER to the CUSTOMER are provided "as is" and without warranty of any kind.

7. INDEMNIFICATION

7.1. No Liability. Service Provider will have no liability for any claim of infringement based on: (i) Software which has been modified by parties other than Service Provider where the infringement claim would not have occurred in the absence of such modification.

7.3. Customer Indemnity. Customer agrees to defend, indemnify and hold Service Provider and its officers, directors, employees, consultants and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys' fees) and settlement amounts incurred in connection with any claim arising from or relating to Customer's breach of any of its obligations.

8. LIMITATION OF LIABILITY

8.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL or COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS or OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

9. TERM AND TERMINATION

9.1. Subscription Term. The term of these Service Terms will continue until the termination of the last Order.

9.2. Termination by Service Provider. These Service Terms and any license created hereunder may be terminated by Service Provider: (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder.

10. CUSTOMER OBLIGATIONS

10.1. Customer agrees that no employees of Service Provider will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.

10.6. The Software has provision to collect information like GPS Location, SMS details, Call Logs, Network information from the user of the device. Some of the details collected might be private to the end-user. It is responsibility of the Customer to inform the end-users and get consent from the end-users about the information collected from their device.

11. MISCELLANEOUS

11.16. Governing Law; Venue. The laws of the State of Tamil Nadu, India govern the interpretation of these Service Terms, regardless of conflict of laws principles. The parties agree that the federal and state courts located in Tamil Nadu, India will have exclusive jurisdiction for any dispute arising under, out of or relating to these Service Terms. Mediation will be held in Coimbatore, Tamil Nadu, India.

CANCELLATION POLICY

Users may cancel their subscription to the Mobile Device Management (MDM) service at any time by contacting our support team at support@fieldx.io. Cancellations will take effect at the end of the current billing cycle. No refunds will be provided for partial months of service. We reserve the right to terminate accounts in violation of our Terms of Service or other policies. After cancellation, the account will be inaccessible and any devices enrolled with our platform may not be accessible. We recommend removing FieldX Platform before cancelling the account.