End User License Agreement
This End User License Agreement ("Agreement") is a legal agreement between you, either as an individual or as an authorised representative of a business entity (the "Client"), and Infomatrices ("Infomatrices", "we", "us", or "our"), and governs your access to and use of Solven and any other software-as-a-service products and related services we offer (collectively, the "Services"). By clicking "I Agree", completing the registration process, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and accept this Agreement in its entirety. If you do not agree to this Agreement, do not access or use the Services.
1. Trial Licence
1.1 Grant of Trial Licence
Subject to your compliance with this Agreement, Infomatrices grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the applicable trial period (the "Trial Period") solely for the purpose of evaluating whether the Services are suitable for your business needs. The Trial Period is 30 days from the date of first registration, or such other period as Infomatrices may specify at the time of registration.
1.2 Trial Restrictions
The trial licence is strictly limited to bona fide evaluation purposes. You may not use the Services during the Trial Period for production workloads, commercial operations, or revenue-generating activities beyond the extent necessary to genuinely assess the Services. All restrictions set out in Section 3 (Licence Restrictions) apply in full during the Trial Period.
1.3 Trial Provided "AS IS"
THE SERVICES DURING THE TRIAL PERIOD ARE PROVIDED STRICTLY "AS IS" WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Infomatrices expressly disclaims all warranties with respect to the trial, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
1.4 Termination of Trial
Infomatrices reserves the right to terminate, suspend, or modify your trial access at any time and for any reason, without prior notice and without liability to you. You may also terminate your trial at any time by closing your account.
1.5 Trial Data
Data you enter into the Services during the Trial Period may be permanently deleted upon the expiry of the Trial Period if you do not upgrade to a paid subscription. Infomatrices is not responsible for the loss of any data entered during the Trial Period. You are advised to export or back up any data you wish to retain before the Trial Period ends. If you upgrade to a paid subscription before the expiry of the Trial Period, your data will be carried over.
2. Paid Licence
2.1 Grant of Paid Licence
Upon payment of the applicable subscription fees and subject to your continued compliance with this Agreement, Infomatrices grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the subscription term ("Subscription Term") for your internal business purposes, up to the number of authorised user seats ("Seats") specified in your subscription order or account settings.
2.2 Authorised Users
The paid licence extends to your employees, contractors, and agents ("Authorised Users") who are assigned a Seat. Each Authorised User must agree to comply with this Agreement as a condition of their use of the Services. You are responsible for ensuring that all Authorised Users comply with this Agreement and for any acts or omissions of your Authorised Users.
2.3 Auto-Renewal
Subscriptions renew automatically at the end of each billing cycle (monthly or annual, as selected during sign-up) at the then-current subscription fee unless you cancel at least 10 days before the end of the current billing cycle. You may cancel auto-renewal at any time through your account settings or by emailing legal@infomatrices.com. Cancellation takes effect at the end of the current billing cycle; you retain access to the Services until that date.
2.4 Taxes
All subscription fees quoted are exclusive of applicable taxes. You are responsible for the payment of all taxes, duties, levies, and assessments applicable to your subscription, including Goods and Services Tax (GST) and any applicable withholding taxes. Where Infomatrices is required by law to collect and remit taxes on your behalf, such amounts will be added to your invoice.
2.5 Refund Policy
Subscription fees paid are non-refundable, except to the extent required by applicable law. If you believe you are entitled to a refund under applicable consumer protection legislation, please contact us at legal@infomatrices.com within 7 days of the charge.
3. Licence Restrictions
The licences granted under Sections 1 and 2 are subject to the following restrictions. Client shall not, and shall ensure that Authorised Users do not:
- Sublicense, rent, lease, or resell: Sublicense, resell, rent, lease, lend, or otherwise transfer or make available the Services or any access thereto to any third party, whether on a commercial basis or otherwise, without Infomatrices' prior written consent;
- Reverse-engineer: Decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organisation of the Services or any component thereof, except to the extent expressly permitted by applicable law that cannot be contractually waived;
- Competitive products: Use the Services, or any information, data, or insights derived from the Services, to develop, design, build, test, or train any product or service that competes with the Services, or to assist any third party in doing so;
- Remove notices: Remove, alter, obscure, or tamper with any proprietary notices, labels, marks, or legends displayed within or on the Services;
- Exceed Seat count: Allow more Authorised Users to access the Services than the number of Seats purchased. If you discover that you have exceeded your Seat count, you must promptly purchase additional Seats or reduce your user count;
- Unlawful use: Use the Services in violation of any applicable local, national, or international law or regulation, including without limitation data protection laws, export control laws, and anti-corruption laws;
- Credential sharing: Share login credentials between multiple individuals. Each Seat must be assigned to a unique, identified individual Authorised User;
- Automated extraction: Use web scrapers, bots, crawlers, or any other automated data extraction or harvesting tools to extract data from the Services beyond what is permitted through the officially documented and supported APIs;
- Benchmarking: Publish, disclose, or make available the results of any benchmark tests or performance evaluations of the Services without Infomatrices' prior written consent;
- Security interference: Probe, scan, or test the vulnerability of the Services or any related systems; attempt to gain unauthorised access; or circumvent any security or access control measures; or
- Misrepresentation: Misrepresent your identity, affiliation, or authority when using the Services or when communicating with Infomatrices.
Any breach of this Section 3 shall constitute a material breach of this Agreement and may result in immediate termination of your licence without refund.
4. Fees and Payment
4.1 Subscription Fees
Subscription fees are as stated on the applicable pricing page at infomatrices.com or in any written order form or quote agreed between you and Infomatrices. In the event of any discrepancy, a written order form or quote shall prevail over the general pricing page.
4.2 Payment Method
You must provide a valid payment method acceptable to Infomatrices. By providing a payment method, you authorise Infomatrices (or its payment processor) to charge the applicable subscription fees to that payment method at the start of each billing cycle. You must keep your billing information current, accurate, and complete.
4.3 Fee Changes
Infomatrices may change subscription fees at any time, provided that we give you at least 30 days' advance written notice before any price increase takes effect. Such notice will be delivered by email to your registered email address and/or by in-app notification. Your continued use of the Services after the effective date of the fee change constitutes your acceptance of the new fees.
4.4 Late Payment
If any amount due is not paid by the applicable due date, Infomatrices reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), compounded monthly from the due date until the date of actual payment.
4.5 Suspension for Non-Payment
If any payment remains overdue for more than 7 days after Infomatrices provides written notice of the overdue amount, Infomatrices may, at its sole discretion, suspend your access to the Services without further notice until all outstanding amounts (including accrued interest) are paid in full. Suspension for non-payment does not relieve you of your obligation to pay all outstanding fees.
5. Data and Privacy
5.1 Ownership of Client Data
As between the parties, Client retains all right, title, and interest in and to all data, information, and content submitted by or on behalf of Client through the Services ("Client Data"). This Agreement does not transfer any ownership of Client Data to Infomatrices.
5.2 Licence to Process Client Data
Client grants Infomatrices a limited, non-exclusive, royalty-free licence to access, process, store, transmit, and use Client Data solely to the extent necessary to: (a) provide and maintain the Services to Client; (b) comply with applicable law; and (c) improve the Services (using aggregated and anonymised data only, not identifiable Client Data).
5.3 Data Processing
To the extent Client Data includes personal data as defined under applicable data protection laws (including the Digital Personal Data Protection Act, 2023 and the EU General Data Protection Regulation where applicable), Infomatrices processes such data as a data processor on behalf of Client as data controller, in accordance with our Privacy Policy and Data Processing Addendum, which is incorporated herein by reference.
5.4 Data Deletion on Termination
Upon expiry or termination of this Agreement, Infomatrices will delete all copies of Client Data from its systems within 30 days of the termination date, except where retention is required by applicable law. Client is solely responsible for exporting and retaining any Client Data it requires before the termination date. Infomatrices is under no obligation to retain Client Data after the termination date.
5.5 Client's Responsibility
Client is solely responsible for: (a) ensuring it has all necessary rights, consents, and permissions to submit Client Data to the Services; (b) the accuracy, quality, and legality of Client Data; (c) complying with all applicable data protection laws in connection with its use of the Services; and (d) obtaining all required consents from data subjects whose personal data is included in Client Data.
6. Support
6.1 Standard Support
For paid subscribers, Infomatrices provides standard customer support via email and in-app messaging channels. Support is available during business hours: Monday to Friday, 9:00 AM – 6:00 PM Indian Standard Time (IST), excluding Indian public holidays. We aim to respond to all support requests within one business day.
6.2 Scope of Support
Standard support covers:
- Questions and guidance on using product features;
- API usage and integration with documented Infomatrices APIs;
- Reporting and investigating suspected product defects; and
- General usage and configuration questions.
6.3 Exclusions from Support
Standard support does not cover:
- Business consulting, advisory services, or strategic recommendations;
- Debugging, troubleshooting, or configuring third-party integrations (including but not limited to Zapier, WhatsApp Business API, accounting software, or ERP systems) except where such integration is a documented, officially supported feature of the Services;
- Custom development, scripting, or code written by Client;
- Issues caused by Client's own hardware, operating environment, internet connectivity, or data; or
- Services or software not provided by Infomatrices.
6.4 Trial Support
Trial users may access standard support on a best-efforts basis, without guaranteed response times or priority treatment.
7. Confidentiality
7.1 Definition
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Obligations
Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use the Confidential Information solely for the purposes of this Agreement; and (d) protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
7.3 Permitted Disclosures
A Receiving Party may disclose Confidential Information: (a) to its employees, officers, contractors, and agents who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section; or (b) as required by applicable law, court order, or government authority, provided that (where legally permitted) the Receiving Party gives the Disclosing Party reasonable advance written notice to enable it to seek a protective order or other appropriate remedy.
7.4 Duration
The confidentiality obligations in this Section 7 shall survive for a period of two (2) years following the termination or expiry of this Agreement, except that:
- Infomatrices' software, source code, algorithms, and pricing information shall be treated as Infomatrices' Confidential Information in perpetuity; and
- Client Data shall be subject to the data deletion obligations in Section 5.4 rather than this durational carve-out.
7.5 Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure without restriction; (c) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is received from a third party who has the right to disclose it without restriction.
8. Warranties and Disclaimers
8.1 Trial — No Warranties
AS STATED IN SECTION 1.3, THE SERVICES DURING ANY TRIAL PERIOD ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITH ABSOLUTELY NO WARRANTIES OF ANY KIND. INFOMATRICES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE TRIAL.
8.2 Paid Subscription — Limited Warranty
For paid subscriptions, Infomatrices warrants that during the Subscription Term the Services will perform materially in accordance with the published product documentation available on our website ("Documentation"). This limited warranty does not cover, and Infomatrices shall have no liability for, any non-conformance caused by:
- Misuse, misconfiguration, or improper operation of the Services by Client or its Authorised Users;
- Use of the Services in combination with third-party hardware, software, or services not approved in writing by Infomatrices;
- Events of force majeure, including but not limited to natural disasters, acts of war, civil unrest, government actions, power failures, or internet outages;
- Modifications to the Services made by anyone other than Infomatrices; or
- Client Data or any content or instructions provided by Client.
8.3 Disclaimer of Other Warranties
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.2, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFOMATRICES EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. INFOMATRICES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR COMPLETELY SECURE.
8.4 AI Output Disclaimer
The Services include artificial intelligence and machine learning components. Infomatrices does not warrant that outputs, recommendations, analyses, predictions, or other AI-generated content produced by the Services will be accurate, complete, reliable, or suitable for any specific business, financial, legal, or operational purpose. All AI-generated outputs should be independently reviewed and verified by qualified personnel before being used as the basis for any decision. Client assumes all risk arising from reliance on AI-generated outputs.
8.5 Marketing Use of Client Name
Infomatrices may use Client's name and logo on its website and in marketing materials as a reference customer, solely with Client's prior written consent obtained separately. Client may withdraw such consent at any time by written notice to legal@infomatrices.com.
9. Limitation of Liability
INFOMATRICES' TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO INFOMATRICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR INR 25,000 (INDIAN RUPEES TWENTY-FIVE THOUSAND), WHICHEVER IS THE LOWER AMOUNT.
IN NO EVENT SHALL INFOMATRICES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING, EVEN IF INFOMATRICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
- LOSS OF PROFITS, REVENUE, BUSINESS, OR BUSINESS OPPORTUNITIES;
- LOSS OR CORRUPTION OF DATA OR CLIENT DATA;
- LOSS OF GOODWILL OR REPUTATION;
- COST OF PROCURING SUBSTITUTE SERVICES; OR
- ANY DAMAGES ARISING FROM RELIANCE ON AI-GENERATED OUTPUTS, RECOMMENDATIONS, OR ANALYSES.
THE LIMITATIONS IN THIS SECTION 9 APPLY REGARDLESS OF THE FORM OR THEORY OF THE ACTION, AND WHETHER OR NOT INFOMATRICES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exceptions: Nothing in this Agreement limits or excludes Infomatrices' liability for: (a) death or personal injury caused by Infomatrices' negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.
The parties acknowledge that the limitations of liability in this Section 9 reflect a reasonable and negotiated allocation of commercial risk, and are a fundamental element of the basis of the bargain between the parties. Infomatrices would not enter into this Agreement without these limitations.
10. Term and Termination
10.1 Trial Term
The trial term commences on the date of registration and ends on the earlier of: (a) expiry of the Trial Period (30 days or as specified); (b) upgrade to a paid subscription; or (c) termination by either party in accordance with this Agreement.
10.2 Paid Subscription Term
The paid subscription term is monthly or annual, as selected by Client during sign-up, and renews automatically as described in Section 2.3 until cancelled by either party in accordance with this Agreement.
10.3 Termination for Cause
Either party may terminate this Agreement for material breach by the other party upon 30 days' written notice to the breaching party, provided that the breach is not cured within that 30-day notice period. Examples of material breach include (but are not limited to): Client's failure to pay subscription fees when due; Client's violation of Section 3 (Licence Restrictions); or Infomatrices' persistent failure to provide the Services in accordance with the limited warranty in Section 8.2.
10.4 Termination by Infomatrices Without Notice
Infomatrices may terminate this Agreement and suspend Client's access immediately, without notice or refund obligation, in the following circumstances:
- Non-payment of overdue amounts after 7 days' prior written notice has been given and the amounts remain unpaid;
- Client's use of the Services for any illegal, fraudulent, or abusive purpose;
- Client's use of the Services in a manner that poses a material security risk to Infomatrices, its infrastructure, or other users; or
- Infomatrices is required to do so by applicable law or court order.
10.5 Effect of Termination
Upon expiry or termination of this Agreement for any reason:
- All licences granted under this Agreement immediately cease;
- Client must immediately stop all use of the Services;
- All outstanding amounts owed by Client become immediately due and payable;
- Client Data will be deleted in accordance with Section 5.4; and
- Each party must, upon request, return or destroy the other party's Confidential Information.
10.6 Survival
The following Sections shall survive termination or expiry of this Agreement: Section 3 (Licence Restrictions), Section 5.4 (Data Deletion), Section 7 (Confidentiality), Section 8.1, 8.3, 8.4 (Disclaimers), Section 9 (Limitation of Liability), and Section 11 (General).
11. General
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.
11.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 days. If the dispute is not resolved within that period, it shall be referred to and finally resolved by binding arbitration in Chennai, Tamil Nadu, India, pursuant to the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be Chennai. The language shall be English. The arbitral award shall be final and binding. For matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of Chennai.
11.3 Entire Agreement
This Agreement, together with the Privacy Policy and Data Processing Addendum (and any written order form signed by both parties), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, representations, negotiations, and agreements, whether oral or written, relating to that subject matter.
11.4 Amendment
Infomatrices may update or amend this Agreement from time to time. We will provide at least 14 days' written notice (by email to your registered address and/or in-app notification) before any material amendment takes effect. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Agreement. If you do not agree to an amendment, your sole remedy is to terminate this Agreement before the effective date of the change.
11.5 Severability
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, or unenforceable for any reason, that provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.
11.6 No Waiver
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any further exercise thereof or the exercise of any other right, power, or privilege. All waivers must be in writing to be effective.
11.7 Assignment
Client may not assign or transfer this Agreement, or any rights or obligations hereunder, without Infomatrices' prior written consent. Infomatrices may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets, or corporate restructuring, provided that the assignee agrees to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void.
11.8 Force Majeure
Infomatrices shall not be in breach of this Agreement and shall not be liable for any delay or failure to perform its obligations to the extent such delay or failure arises from causes beyond its reasonable control, including natural disasters, epidemics, acts of war, terrorism, civil unrest, government action, power failures, internet outages, or acts or omissions of third-party service providers.
11.9 Notices
All notices required or permitted under this Agreement shall be in writing and delivered to: Infomatrices — legal@infomatrices.com. Notices sent by email are deemed received on the next business day after transmission (assuming no bounce or delivery failure notification is received).