Terms of Service

These Terms of Service ("Terms of Service," "Agreement") govern your ("Customer," "User," "your," or "you") use of Primastat Services Pvt. Ltd.'s Services. The Terms of Service is a legally binding agreement between the User and Primastat Services Pvt. Ltd. ("Primastat," "we," "us," or "our").

Please carefully review these Terms of Service before using the service offered by Primastat Services Pvt. Ltd.

Any capitalized terms not defined herein shall have the same meaning as ascribed to them under the and/or the .

By creating and registering an account with us on our website i.e., located at ("Website") or ("Website") by mutually executing one or more order forms with us which reference these terms (each, an "Order") or by accessing or using the service in any manner, you agree to be bound by these terms (together with all Order forms, the "Agreement") to the exclusion of all other terms. You represent and warrant that:

• you are at least 18 years of age;
• you have the authority to enter into this Agreement; and
• if you are entering into this Agreement on behalf of an organization or entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case the terms "Customer," "you," and "your" shall refer to such an entity and its affiliates.

If you do not have such authority or you do not agree to the terms of this Agreement, you may not use or access the services in any manner.

3.1 Services. Primastat Services Pvt. Ltd. provides "Services" to its Customers. For the purpose of the Agreement, "Services" are defined as the software services provided by Primastat Services Pvt. Ltd. to the Customer and as fully described under an applicable "Order" (as defined under Section 3.3). Subject to Primastat Services Pvt. Ltd.'s receipt of the applicable Fees (as detailed under an Order) from the Customer, Primastat Services Pvt. Ltd. will use commercially reasonable efforts to make the Services available to the Customer, in compliance with the terms of this Agreement and an applicable Order.

3.2 License to Primastat Services Pvt. Ltd. Services. Primastat Services Pvt. Ltd. hereby grants the Customer, for the Term (as defined under Section 8.1), a limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable right to access and use the Services. Any such use of the Services by the Customer is authorized solely for the Customer's internal business and is subject to the Customer's compliance with any additional limitations and restrictions as may be specified under an applicable Order.

3.3 On-premises Deployment. If, under an applicable Order, the Customer is accessing Primastat Services Pvt. Ltd. services through an on-premises deployment through a docker container or otherwise, the right to access such service shall only be limited to the time period mentioned in the applicable Order. In the absence of any agreement to the contrary in the applicable Order, the right to use the Services through such deployment shall also be limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable. Upon the lapse of the applicable Service duration, the Customer shall destroy and permanently delete all Primastat Services Pvt. Ltd. data from their premises and send appropriate proof of such destruction to Primastat Services Pvt. Ltd. Until one (1) year after the lapse of the applicable Service duration, Primastat Services Pvt. Ltd. shall have the ongoing right to inspect and audit the customer's servers for Primastat Services Pvt. Ltd. usage data and proof of any violation of such limited license.

3.4 Order. For the purposes of this Agreement, an "Order" is defined as an order form or other similar document (including but not limited to an online order form) that details the Services being provided hereunder and the applicable Fees to be paid by the Customer to Primastat Services Pvt. Ltd. The Order may also provide details regarding the service level terms (if any). In the event of a conflict between the Order and the Terms of Service, the Order will prevail.

3.5 Trials. If the Customer is accessing or making use of the Service on a trial basis or on an evaluation basis as identified in the corresponding Order (the "Trial"), the Customer may use the Services during the Trial provided such use does not exceed the service levels set forth in the corresponding Order. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL IS PROVIDED ON AN "AS-IS" BASIS AND THE TRIAL IS PROVIDED WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATION OF ANY KIND.

3.6 No-fee Access. If the Customer is accessing or making use of the Service on a no-fee basis (the "Limited Use"), the Customer may use the Services during the Limited Use provided such use does not exceed the Service levels specified on the Primastat Services Pvt. Ltd. website with respect to Limited Use. The Customer acknowledges and agrees that the Limited Use is provided on an "as-is" basis, and the Limited Use is provided without any indemnification, support, or warranties or representation of any kind. Additionally, the Customer acknowledges and agrees that Primastat Services Pvt. Ltd. may terminate the Limited Use at any time and for any reason or modify the applicable terms by publishing a notice on the Primastat Services Pvt. Ltd. website.

3.7 Support Services. During the Term, Primastat Services Pvt. Ltd. may also provide Customers with support services ("Support Services"). The Customer acknowledges that such Support Services may be subject to additional Fees as provided for under an applicable Order.

3.8 Service Suspensions. Primastat Services Pvt. Ltd. may suspend the Customer's access to or use of the Services as follows: (a) immediately if Primastat Services Pvt. Ltd. reasonably believes the Customer's use of the Services may pose a security risk to or may adversely impact the Services; (b) immediately if the Customer becomes insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, re-organization, liquidation, dissolution, or similar proceeding; (c) following thirty (30) days written notice if the Customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) the Customer has failed to pay Primastat Services Pvt. Ltd. the Fees with respect to the Services.

4.1 Restrictions. As a Customer of Primastat Services Pvt. Ltd., you agree to use the Services in full compliance with all applicable laws, including data protection and privacy laws within the United States, the European Union, or any other relevant jurisdiction. You are not allowed to:

• Remove or alter any proprietary notices or labels from the Services
• Reverse engineer, decompile, disassemble, or discover the underlying structure, ideas, or algorithms of the Services
• Rent, resell, or grant any third party access to or use of the Services

4.2 Reservations. You acknowledge and agree that the Services provided by Primastat Services Pvt. Ltd. are licensed to you and not sold. This Agreement does not grant any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets, or other proprietary rights related to the Services.

5.1 Ownership. Primastat Services Pvt. Ltd. retains all right, title, and interest, whether pre-existing or otherwise, in and to the Services, as well as any software, products, works, or other intellectual property created, used, provided, or made available by Primastat Services Pvt. Ltd. under or in connection with the Services.

5.2 Restrictions. You agree not to exceed the scope of the licenses granted in Section 5.1. You are not permitted to make copies of the Service Software, distribute, sublicense, assign, delegate, rent, lease, sell, time-share, or transfer the benefits of the license granted in Section 3.2 and Section 5.1. Reverse engineering, decompiling, disassembling, or attempting to learn the source code, structure, or algorithms underlying the software is not allowed, except as required by applicable law. Modification, translation, or creation of derivative works of the Service Software is also prohibited. Removing any copyright, trademark, patent, or other proprietary notice from the Service Software or copies thereof is not permitted. Additionally, combining or distributing any of the Service Software with third-party software that requires the provision of software or intellectual property rights in source code form (e.g., as "open source"), or free distribution is prohibited.

5.4 Disclaimer. This Agreement does not restrict Primastat Services Pvt. Ltd.'s right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with any products, software, or technologies you may develop, produce, market, or distribute.

5.3 Feedback. If you provide any suggestions, comments, or feedback ("Feedback") to Primastat Services Pvt. Ltd. regarding the Services, you grant Primastat Services Pvt. Ltd. a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

6.1 Primastat Services Pvt. Ltd. Privacy Policy. Primastat Services Pvt. Ltd.'s current Privacy Policy is available at https://legal.primastat.in/policies/privacy-policy (the "Privacy Policy"), which is incorporated herein by reference.

6.2 Customer Data. Customer Data, which refers to any data, information, or other material provided, uploaded, or submitted by you to the Service during your use of the Services, is and shall remain your property.

6.3 Derived Data. You understand and acknowledge that Primastat Services Pvt. Ltd. may generate "Derived Data" from the Customer Data. Primastat Services Pvt. Ltd. may freely use Derived Data for its internal business purposes.

6.4 Customer Responsibility. You are solely responsible for Customer Data, including compliance with all applicable laws and this Agreement. You shall be responsible for any claims related to Customer Data and any claims that Customer Data infringes, misappropriates, or violates the rights of any third party. You must also ensure that Customer Data is backed up and maintained properly.

6.6 Primastat Services Pvt. Ltd.'s Responsibility. Primastat Services Pvt. Ltd. shall use commercially reasonable efforts to maintain the security and integrity of the Services and all Customer Data controlled by Primastat Services Pvt. Ltd. Primastat Services Pvt. Ltd. is not responsible for unauthorized access to Customer Data or unauthorized use of the Services, unless such access is directly due to Primastat Services Pvt. Ltd.'s gross negligence or willful misconduct. Primastat Services Pvt. Ltd. reserves the right to retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order. Thereafter, you acknowledge that Customer Data may be irretrievably deleted.

6.5 GDPR Reference. If Primastat Services Pvt. Ltd. processes your "Personal Data" under this Agreement, and such Personal Data is subject to the EU General Data Protection Regulation (GDPR), you may require Primastat Services Pvt. Ltd. to enter into a Data Processing Agreement (DPA) with you.

7.1 Fees. As a Customer of Primastat Services Pvt. Ltd., you are required to pay the fees specified in each applicable Order ("Fees"). Please note that all Fees are non-refundable, and you do not have the right to return the Services.

7.2 Additional Services. You have the option to request additional Services or extend the term of existing Services by submitting an Order form, which must be agreed upon in writing by both parties.

7.3 Taxes. If Primastat Services Pvt. Ltd. has a legal obligation to pay or collect taxes for which you are responsible, you shall be invoiced for the appropriate amount, unless you provide a valid tax exemption certificate.

8.1 Term. The term of this Agreement begins on the "Effective Date" which is the date you enter into this Agreement, sign an Order, or start using our Services under the Trial. Each Order will automatically renew at the end of its term, unless either party provides written notice of non-renewal.

8.2 Termination for Breach. Either party may terminate this Agreement and any associated Orders if the other party materially breaches this Agreement, within thirty (30) calendar days after receiving written notice of the breach.

8.3 Effect of Termination. Upon the expiration or termination of this Agreement, you must (i) immediately cease using the Service, and (ii) return all Nanonets Confidential Information, provided software, and other materials. Any termination or expiration does not release you from the obligation to pay all Fees accrued before termination. If Primastat Services Pvt. Ltd. terminates the Agreement pursuant to Section 8.2(a), you shall pay all Fees for the entire term specified in the corresponding Order(s).

8.4 Survival. The following provisions will survive termination of this Agreement: Sections 5.1 (Ownership), 8.3 (Effect of Termination), Section 8.4 (Survival), Section 9 (Confidentiality), Section 10.1 (Indemnification by Customer), Section 12 (Limitation of Liability), and Section 13 (Miscellaneous).

During the term of this Agreement, both parties may share confidential and proprietary materials and information ("Confidential Information"). Confidential Information includes materials and information identified as "Confidential" or similarly marked at the time of disclosure, as well as other information that the receiving party reasonably should have known was confidential. This Agreement and all pricing terms are also considered Confidential Information. The receiving party must maintain the confidentiality of the Confidential Information and not disclose it to any third party without prior written consent from the disclosing party. The receiving party can only use the Confidential Information internally for the purposes outlined in this Agreement. However, this confidentiality obligation does not apply to information that is already publicly available, developed independently, received from a third party without restrictions, or was lawfully in the receiving party's possession prior to disclosure.

10.1 Indemnification by Customer. You agree to defend, indemnify, and hold Primastat Services Pvt. Ltd. harmless from any claims arising from Customer Data, breaches of this Agreement, or alleged infringement resulting from Customer Data.

10.2 Indemnification by Primastat Services Pvt. Ltd. Primastat Services Pvt. Ltd. will defend, indemnify, and hold you harmless from claims that your direct use of the Service infringes a third party's intellectual property rights under Indian law.

11.1 Warranty. Primastat Services Pvt. Ltd. warrants that the Services, when used in accordance with this Agreement, will perform the functions described in the Order during the term.

11.2 Exclusive Remedies. In case of a breach of warranty, your sole remedy will be the prompt correction of any material non-conformance.

11.3 Disclaimer of Warranty. Except as explicitly set forth above, Primastat Services Pvt. Ltd. provides no other express or implied representations or warranties regarding the Service.

12.1 Exclusion of Damages. Neither party will be liable for any lost data, lost profits, business interruption, or other special, incidental, consequential, punitive, or indirect damages.

12.2 Cap on Monetary Liability. Primastat Services Pvt. Ltd.'s aggregate liability shall not exceed the amount of Fees paid by you during the twelve (12) month period preceding the claim.

13.1 Export Control. You certify that you will comply with all applicable export control laws of India.

13.2 Compliance with Laws. You shall comply with all applicable laws and regulations, including the Information Technology Act, 2000.

13.3 Assignment. Neither party may transfer or assign its rights without prior written consent, except Primastat Services Pvt. Ltd. may assign in connection with a change in control or acquisition.

13.4 Force Majeure. Neither party shall be responsible for failure or delay in performance due to events beyond their reasonable control, including but not limited to acts of God, internet outages, terrorism, war, fires, earthquakes, and other disasters ("Force Majeure"). However, in case of a Force Majeure event that continues for more than thirty (30) days, either party may terminate this Agreement by written notice to the other party. Notwithstanding a Force Majeure event, you shall remain liable for payment obligations for Services rendered.

13.5 Notice. All notices between the parties shall be in writing and deemed given if personally delivered, sent by registered or certified mail (return receipt), or by recognized courier service.

13.6 Independent Contractor. Primastat Services Pvt. Ltd. is an independent contractor, and both parties agree that no agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. You do not have the authority to bind Primastat Services Pvt. Ltd. in any way.

13.7 Governing Law and Jurisdiction. This Agreement shall be governed exclusively by the laws of India. The courts located in New Delhi, India, shall have exclusive jurisdiction.

13.8 Binding Arbitration. Any unresolved controversy will be submitted to mandatory and binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration will take place in New Delhi, India.

13.9 Marketing. Primastat Services Pvt. Ltd. is granted the right to identify you as a customer and use your name, mark, and/or logo on marketing materials.

13.10 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties.

Primastat Services Pvt. Ltd. provides digital products and services, and no physical goods are shipped. Upon successful subscription and payment, users will gain immediate access to the software and services through the online platform. Any issues related to access or service delivery should be reported to our support team for prompt resolution.