Subscription Agreement

These Terms constitute an electronic record within the meaning of the Information Technology Act, 2000 and the rules made thereunder, and do not require any physical or digital signature. This Melento Subscription Agreement, together with any Subscription Plan, Order Confirmation, and policies referenced herein (collectively, the "Agreement" or "Terms"), is a legally binding contract between Desk Nine Private Limited (including all of its affiliates, representatives, and subsidiaries), a company incorporated under the Companies Act, 2013, having its registered office at No. 24, 9th Cross Road, Off. Margosa Road, Malleshwaram, Bangalore – 560003, Karnataka, India ("Service Provider", "Company", "we", "us", or "our",) and the person or entity registering for, subscribing to, or using the Product or the Service ("Customer", "Client", "you", or "your").

The Service Provider and the Customer are individually referred to as a "Party" and collectively as the "Parties".

BACKGROUND

The Service Provider is engaged in the business of providing technology and software solutions and has developed an artificial intelligence powered software product named 'Melento' ("Product"), which it makes available to customers and their Authorized Users as a subscription-based Service through its website and/or application (together, the "Platform").

The Customer, having reviewed the functionalities of the Product and being satisfied as to its utility, wishes to avail the Service on a self-service, online subscription basis for its internal business use, by selecting a Subscription Plan and accepting this Agreement electronically.

ACCEPTANCE

BY (A) CLICKING "I AGREE", "SIGN UP", "SUBSCRIBE", "CONTINUE", OR ANY SIMILAR BUTTON OR CHECKBOX PRESENTED ALONGSIDE OR LINKING TO THIS AGREEMENT; (B) CREATING AN ACCOUNT; OR (C) ACCESSING OR USING THE PRODUCT OR THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE PRODUCT OR THE SERVICE.

If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case "Customer", "you" and "your" shall refer to such entity.

1. Definitions

   All capitalized terms used in this Agreement shall have the meanings ascribed to them below, or elsewhere in this Agreement, unless the context otherwise requires:

   "Account" means the account created by the Customer on the Platform to access and use the Product and the Service.

   "APIs" means application program interfaces made available by the Service Provider in connection with the Product.

   "Applicable Law(s)" means, in respect of a Party, any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permit, licence, approval, consent, authorization, governmental directive, guideline, or other governmental restriction, or any interpretation or administration thereof having the force of law, whether in effect as of the Effective Date or thereafter, applicable to such Party.

   "Authorized User" means an employee, representative, consultant, or other person authorized by the Customer to access and use the Product on the Customer's behalf and Account, in accordance with this Agreement.

   "Billing Cycle" means the recurring period (monthly, annual, or such other cycle) selected by the Customer for a Subscription Plan, as indicated at checkout or in the Account dashboard.

   "Confidential Information" means all business, technical, and non-technical information of a Party, whether tangible or intangible, disclosed to or accessed by the other Party, including this Agreement, know-how, trade secrets, specifications, and proprietary information, whether or not marked confidential, that would reasonably be considered confidential given the nature of the information and circumstances of disclosure. The Product and all information relating to the Product shall be treated as the Service Provider's Confidential Information.

   "Effective Date" means, in respect of the Customer, the date on which the Customer accepts this Agreement in accordance with the Acceptance clause above.

   "Fees" has the meaning given in Clause 6.

   "Intellectual Property Right(s)" includes designs, database rights, methodologies, software, source code and object code, technical information, know-how, inventions, copyright and related rights, patents, trademarks, service marks, trade secrets, domain names, and all other intellectual property rights, whether registered or unregistered, subsisting anywhere in the world.

   "Order Confirmation" means the online confirmation, invoice, or Account summary generated upon the Customer's selection of a Subscription Plan, reflecting the Fees, Billing Cycle, and plan features applicable to the Customer.

   "Product" means 'Melento', including all algorithms, formulae, processes and concepts incorporated into it, together with any updates, upgrades, or new releases made available by the Service Provider, and any complete or partial copies thereof.

   "Service" means the implementation and provision of the Product on a hosted basis, including API integration and Support Services, made available to the Customer under a Subscription Plan.

   "Subscription Plan" means the specific tier, features, usage limits, and Fees selected by the Customer on the Platform, as reflected in the applicable Order Confirmation.

   "Support Services" means the support services relating to the Product, as described in the Support Policy referred to in Clause 5.

   "Term" has the meaning given in Clause 12.

2. Eligibility and Account Registration

   1. You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract under Applicable Law, including the Indian Contract Act, 1872.
   2. To access the Service, you must register for an Account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You shall promptly notify the Service Provider of any unauthorized use of your Account.
   3. The Service Provider reserves the right to refuse registration, suspend, or terminate any Account at its reasonable discretion, including where information provided is inaccurate, fraudulent, or where the Customer is in breach of this Agreement.

3. Grant of Licence

   1. Subject to the Customer's compliance with this Agreement and payment of applicable Fees, the Service Provider grants the Customer a limited, non-exclusive, worldwide, revocable, non-transferable, and non-sublicensable licence to use the Product for the Customer's internal business purposes during the Term, in accordance with the Subscription Plan selected.
   2. The Customer may permit Authorized Users to access and use the Product and shall ensure such use complies with this Agreement. The Customer shall be solely responsible for the acts and omissions of its Authorized Users as if they were its own, and agrees to indemnify the Service Provider for any loss arising from such acts or omissions. The Customer shall promptly notify the Service Provider of any unauthorized access or use.
   3. The Service Provider may block the Service or any Authorized User's access in the event of: (i) breach of this Agreement by such Authorized User; or (ii) violation of Applicable Law by such Authorized User.
   4. The Customer is solely responsible for verifying the suitability of the Product for its requirements. The Product is licensed on an "as is" basis, without alteration, customization, or modification, save as expressly agreed in writing.
   5. The Service Provider is not responsible for the integration of any third-party technology, software, or solutions used by the Customer with the Product, including their compatibility. The Customer shall ensure adequate functioning of any such third-party technology and its integration with the Product.
   6. Access credentials issued to the Customer shall not be shared with or used by any person other than the Customer and its Authorized Users.
   7. The Customer agrees that the Service Provider may publish copyright or attribution notices on the Product's user interface as required or passed through by the Service Provider.
   8. The Customer represents and warrants that it shall not, and shall ensure its Authorized Users do not: (i) copy, translate, disassemble, decompile, or reverse-engineer any part of the Product; (ii) interfere with or disrupt the Product or Service, including through viruses, malware, or similar code; (iii) circumvent or disclose authentication or security mechanisms; (iv) access the Service to build a competing product or copy its features; (v) permit access by a direct competitor of the Service Provider; (vi) use bots, scrapers, or automated means to access or copy the Product; (vii) export or use the Product in violation of Applicable Law; (viii) remove or alter proprietary notices; or (ix) rent, lease, sub-license, sell, or otherwise make the Product available to any third party other than as permitted herein.

4. Data Availability and Use

   1. The Customer is solely responsible for the accuracy, completeness, integrity, and lawfulness of all information entered into the Product, and for compliance with Applicable Law relating to the collection, processing, and retention of such information. The Customer shall be responsible for the security, availability, and reliability of its own technology systems used to access the Product.
   2. The Customer confirms that all information provided through use of the Product is provided voluntarily and that it has the requisite power, authority, and consents to make such information available for the purposes of this Agreement.
   3. The Service Provider is not bound by any agreement or understanding between the Customer and its own users or customers, and no implied or fiduciary duties on the part of the Service Provider shall be read into this Agreement.
   4. The Service Provider may, during the Term and thereafter in perpetuity, process data received through use of the Service, in aggregated and anonymized form, for analytics, statistics, research, and related purposes, in compliance with Applicable Law.
   5. The Service Provider shall take reasonable measures to comply with applicable data protection laws in relation to data processed under this Agreement, and shall use such data solely for the purposes of this Agreement.

5. Service and Support

   1. Subject to the Customer's compliance with this Agreement, the Service Provider shall make the Service available to the Customer and its Authorized Users for the Customer's internal business purposes, and shall provide Support Services with reasonable skill and care during the Term, in accordance with the Support Plan (Standard or Premium, as selected) and the support policy published on the Platform ("Support Policy"), which is incorporated by reference into this Agreement.
   2. Data storage periods differ by Support Plan: under the Standard support package, Customer data shared with and stored by the Service Provider is retained for 7 (seven) days; under the Premium support package, such data is retained for 30 (thirty) days, in each case unless a longer period is required under Applicable Law.
   3. The Customer may request changes to the scope of Support Services or customizations through the Account dashboard or in writing. The Service Provider shall assess feasibility and any additional commercial implications and shall implement such changes only upon the Customer's instructions. The Customer bears sole responsibility for any customizations it instructs.
   4. The Service Provider's failure to perform its obligations shall be excused to the extent such non-performance is caused by the Customer's act, omission, delay, or failure to perform its own obligations under this Agreement.
   5. The Service Provider shall make best efforts to ensure the Service is suitable for its disclosed purpose and operates in an accurate, secure, and error-free manner. The Service Provider shall rely on data supplied by the Customer on an "as is" basis without independent verification. In the event of a data breach, the Service Provider shall inform the Customer within 48 (forty-eight) hours of becoming aware of such breach.

6. Subscription Plans, Fees and Payment

   1. The Customer shall pay the Service Provider the fees applicable to the Subscription Plan selected by the Customer at the time of registration or upgrade, as displayed on the Platform and confirmed in the applicable Order Confirmation ("Fees"). Fees may be based on actual usage, a fixed subscription amount, or a minimum commitment, as specified in the Subscription Plan.
   2. One-Time Integration ("OTI") or setup charges, if applicable to the selected Subscription Plan, are non-refundable.
   3. Billing and Auto-Renewal: Fees shall be billed in advance or in arrears on the selected Billing Cycle (monthly or annual, as applicable), and payment shall be collected through the payment method on file. Each Subscription Plan shall automatically renew for successive periods equal to the expired Billing Cycle, unless the Customer cancels the subscription through the Account dashboard prior to the renewal date, in accordance with Clause 12.
   4. API Usage Charges: Where the Customer avails supporting or ancillary APIs, the Customer shall pay the per-API-hit charges displayed on the Platform for the relevant API(s) at the time of use, unless otherwise agreed in writing. Such charges are exclusive of applicable taxes.
   5. Payment Disputes: Any discrepancy in an invoice must be raised with the Service Provider in writing, describing the discrepancy in detail, within 7 (seven) business days of receipt of the invoice, failing which the invoice shall be deemed accepted. Disputes shall be resolved within 15 business days, with any resulting payment due within 10 days of resolution.
   6. Taxes: All Fees are exclusive of applicable taxes (including GST). The Customer is responsible for payment of all applicable taxes, duties, and levies, or for reimbursing the Service Provider for the same where required by Applicable Law.
   7. Price Changes: The Service Provider may revise the Fees applicable to a Subscription Plan, including on account of changes in rates charged by UIDAI, NSDL, SHCIL, NeSL, stamping service providers, other third-party service providers, or government or regulatory changes, by providing at least 30 (thirty) days' prior notice through the Platform, Account dashboard, or email. Continued use of the Service after such notice constitutes acceptance of the revised Fees; if the Customer does not agree, it may cancel its subscription prior to the revised Fees taking effect.
   8. Late Payment and Suspension: If payment is not received by the due date, the Service Provider may charge late payment interest in accordance with Applicable Law, and may suspend the Service upon 15 (fifteen) days' prior written notice if the amount remains unpaid. The Customer shall reimburse reasonable costs of collection, including attorney's fees.
   9. Refunds: Except as expressly stated in this Agreement or on the Platform, Fees already paid are non-refundable, including on cancellation or termination, save where required under Applicable Law.
   10. Out-of-pocket expenses incurred by the Service Provider and mutually agreed in writing shall be reimbursed by the Customer.

7. Confidentiality

   1. Each Party agrees to use and disclose the other Party's Confidential Information only as necessary to perform its obligations under this Agreement, and not to disclose such Confidential Information without the prior written consent of the disclosing Party, save to its directors, officers, employees, contractors, or advisors on a need-to-know basis, who shall be bound by confidentiality obligations no less restrictive than those herein. The receiving Party shall remain liable for breach of this Clause by such representatives.
   2. Confidentiality obligations shall not apply to information that: (i) is or becomes public other than through breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; or (iii) was already known prior to disclosure and was not unlawfully obtained. Where disclosure is compelled by law, the disclosing Party shall, to the extent legally permitted, provide prompt notice and reasonable assistance to the other Party. Confidentiality obligations shall survive for 2 (two) years from expiry or termination of this Agreement, save that obligations relating to trade secrets or Intellectual Property Rights shall survive indefinitely.
   3. Upon termination or expiry of this Agreement, each Party shall, upon request, return or destroy the other Party's Confidential Information, save to the extent retention is required under Applicable Law.
   4. The Service Provider shall comply with all applicable laws, including the Information Technology Act, 2000 and the rules made thereunder.

8. Intellectual Property

   1. The Service Provider is and shall remain the absolute owner of all Intellectual Property Rights in and relating to the Product and the Service, including all improvements, derivative works, user interface, and underlying software, algorithms, and code.
   2. Except for the limited licence granted under Clause 3, nothing in this Agreement transfers or assigns any Intellectual Property Rights in the Product or Service to the Customer. All rights not expressly granted are reserved by the Service Provider. All pre-existing rights in tools, software, documentation, and aggregate data collected by the Service Provider remain with the Service Provider.
   3. All data shared by the Customer with the Service Provider to avail the Service remains owned by the Customer. Any Intellectual Property Rights generated in the course of the Service specifically with respect to such data shall belong to the Customer.
   4. Neither Party shall use the other Party's name, logo, trademark, or trade name for promotional, publicity, advertising, or marketing purposes without the other Party's prior written approval.

9. Representations, Warranties and Disclaimers

   1. Each Party represents and warrants that: (i) it is duly incorporated and validly existing under Applicable Law; (ii) it has full power and authority to execute and perform this Agreement; (iii) it has no conflicting agreement with any third party that interferes with its obligations hereunder; (iv) it has obtained and shall maintain all approvals and consents necessary to perform its obligations; and (v) this Agreement constitutes a legal, valid, and binding obligation enforceable against it.
   2. The Service Provider represents and warrants that: (i) it is authorized to provide the Service; (ii) to its knowledge, the Product does not infringe any third-party Intellectual Property Right; (iii) the Product is proprietary to the Service Provider; and (iv) the Service shall be performed with skill and diligence customary in the Service Provider's industry.
   3. The Service Provider warrants that the Service will substantially conform to the description on the Platform or applicable Subscription Plan, save to the extent any non-conformity arises from: (i) use of the Service other than in accordance with this Agreement; (ii) third-party software or services accessed through the Service; (iii) inaccurate, incomplete, or outdated information provided to the Service Provider; or (iv) failure to install updates made available by the Service Provider. The Customer's sole and exclusive remedy for breach of this warranty shall be correction of the non-conformity.
   4. The Customer shall provide prompt written notice of any non-conformity, and in no event later than 5 (five) working days of discovery. The Customer acknowledges that the Product is never wholly free from defects, errors, or bugs, and the Service Provider makes no warranty that the Product will be entirely free of such issues.
   5. The Customer acknowledges that the Product is never entirely free from security vulnerabilities. Except as expressly provided in this Agreement, the Service Provider makes no warranties, express or implied, including as to merchantability, fitness for a particular purpose, or results obtained from use of the Service. The Service may be periodically unavailable due to scheduled maintenance, of which reasonable advance notice will be provided.
   6. The Service Provider disclaims liability for unavailability of the Service due to causes beyond its reasonable control, such as internet or mobile connectivity issues, or incompatibility with the Customer's or third-party technology. The Service Provider is not liable for the Customer's independent use of the Service or acts of third-party service providers or government bodies, and does not undertake independent legal scrutiny of documents or information processed using the Product, nor liability for execution of any document not eligible for digital execution under Applicable Law.
   7. The Customer represents and warrants that it and its Authorized Users shall: (i) use the Product and Service in accordance with this Agreement; (ii) ensure no person other than Authorized Users accesses the Product; and (iii) provide necessary support and assistance to the Service Provider as required to deliver the Service.

10. Indemnity

    1. The Customer agrees to defend, indemnify, and hold harmless the Service Provider, its officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (i) the Customer's misuse of the Product or Service; (ii) breach of this Agreement or Applicable Law by the Customer; (iii) any actual or alleged infringement of third-party Intellectual Property Rights arising from acts or omissions of the Customer or its Authorized Users; or (iv) fraud, willful misconduct, negligence, or default of the Customer or its Authorized Users.
    2. The Service Provider agrees to defend, indemnify, and hold harmless the Customer, its officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (i) the Service Provider's infringement of third-party Intellectual Property Rights in relation to the Product or Service; (ii) breach of confidentiality obligations or non-compliance with Applicable Law by the Service Provider; (iii) breach of data security; or (iv) misuse of data outside the purposes of this Agreement.
    3. Duty to correct: If the Service becomes subject to a claim of third-party Intellectual Property infringement, the Service Provider shall, at its expense and choice: (i) procure the Customer's right to continue use; (ii) modify or replace the Service to be non-infringing while retaining substantially the same functionality; or (iii) if neither is reasonably possible, reimburse the Customer for Fees paid for the affected Service from the date of notification. This, together with the indemnity above, is the Customer's sole and exclusive remedy.

11. Limitation of Liability

    1. Neither Party, its affiliates, nor their respective directors, employees, or representatives shall be liable to the other Party for any loss of profits, loss of savings, or indirect, special, incidental, or consequential damages arising from the use or inability to use the Service.
    2. Neither Party shall have liability for a claim of infringement arising from any third party.
    3. The maximum aggregate liability of the Service Provider under this Agreement, in respect of any Subscription Plan, shall not exceed the total Fees paid by the Customer for that Subscription Plan in the 2 (two) months preceding the event giving rise to the claim.

12. Term, Cancellation and Termination

    1. This Agreement commences on the Effective Date and continues for the Term selected in the applicable Subscription Plan (the "Initial Term"), and shall automatically renew for successive periods equal to the Initial Term (each, a "Renewed Term", together the "Term"), unless cancelled in accordance with this Clause.
    2. Cancellation by Customer: The Customer may cancel its subscription at any time through the Account dashboard, or by written notice to the Service Provider, effective at the end of the then-current Billing Cycle. Cancellation does not entitle the Customer to a refund of Fees already paid, save as required under Applicable Law.
    3. Termination for Convenience: Either Party may terminate this Agreement for any reason by providing the other Party 30 (thirty) days' written notice.
    4. Termination for Cause: Either Party may terminate this Agreement by providing not less than 15 (fifteen) days' written notice if the other Party commits a material breach and fails to cure such breach within 30 (thirty) days of written notice thereof.
    5. Either Party may terminate this Agreement with immediate effect if the other Party is adjudged insolvent or bankrupt, or becomes subject to insolvency proceedings not dismissed within 180 (one hundred and eighty) days, or undergoes liquidation, dissolution, or winding up.
    6. In the event of a change in management, ownership, or control of either Party, the Parties shall endeavor to assign this Agreement to the acquiring entity; if either Party is unwilling to continue, it may terminate this Agreement upon 30 (thirty) days' prior written notice.
    7. Effect of Termination: Upon termination or expiry: (i) the licence granted to the Customer shall cease and the Service shall be discontinued; (ii) the Service Provider may continue to use Customer data only in anonymized and aggregated form to improve the Product and Service; and (iii) the Customer shall immediately pay all amounts due and payable as of the date of termination.
    8. The Service Provider may, with prior written notice, suspend or temporarily deactivate the Customer's access to the Service where the Service Provider reasonably determines that continued use may harm the Service, the Service Provider, or its other customers.
    9. Termination of this Agreement shall not relieve either Party of obligations and liabilities accrued up to the date of termination.

13. Governing Law and Dispute Resolution

    1. This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Subject to Clause 14, the courts at Bangalore, India shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

14. Grievance Redressal

    1. In accordance with the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Service Provider has appointed a Grievance Officer to address any complaints or concerns relating to this Agreement, the Platform, or the Service. The name and contact details of the Grievance Officer are published on the Platform. The Service Provider shall acknowledge complaints within the timelines prescribed under Applicable Law and shall endeavor to resolve them expeditiously.

15. Miscellaneous

    1. Notices: Any notice required under this Agreement shall be sent by email to the address associated with the Customer's Account (in the case of notice to the Customer) or to the Service Provider's registered address or designated support email (in the case of notice to the Service Provider), and shall be deemed served upon transmission, unless the contrary is proved.
    2. Force Majeure: Neither Party shall be liable for delay or failure in performance (other than payment obligations) caused by natural calamities, war, epidemic, civil disturbance, act of God, network or electronic transmission failure, or other causes beyond the reasonable control of such Party, for so long as such event persists. Financial non-performance shall not constitute a Force Majeure event.
    3. Severability: If any provision of this Agreement is held illegal or unenforceable, the remaining provisions shall continue in full force, and the Parties shall endeavor in good faith to replace the invalid provision with a valid one that most closely reflects the original intent.
    4. No Waiver: No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof. A waiver shall be effective only if in writing.
    5. Assignment: The Customer may not assign or transfer this Agreement, in whole or in part, without the Service Provider's prior written consent. The Service Provider may assign or transfer this Agreement to its affiliates or to any person, with notice to the Customer.
    6. Amendment: The Service Provider may update or modify this Agreement from time to time to reflect changes in the Service, Applicable Law, or its business practices. Material changes will be notified to the Customer via the Platform, Account dashboard, or email at least 15 (fifteen) days before taking effect. Continued use of the Service after such changes take effect constitutes acceptance of the revised Agreement; if the Customer does not agree, it may cancel its subscription prior to the effective date of the change.
    7. Entire Agreement: This Agreement, together with the applicable Subscription Plan, Order Confirmation, and any policies incorporated by reference (including the Support Policy and Privacy Policy published on the Platform), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, communications, and agreements, written or oral. In the event of any conflict between this Agreement and the Order Confirmation, the Order Confirmation shall prevail solely with respect to the Subscription Plan, Fees, and Billing Cycle.
    8. Survival: Clauses 4, 7, 8, 9, 10, 12.7, 13, 14, and 15.3, 15.7, and 15.9 (Relationship of Parties) shall survive expiry or termination of this Agreement.
    9. Relationship of Parties: The relationship between the Parties is on a principal-to-principal basis. Nothing in this Agreement creates a partnership, agency, joint venture, trust, or employer-employee relationship, and neither Party shall represent otherwise.
    10. Electronic Records: This Agreement is an electronic record generated by a computer system and does not require any physical or digital signature to be valid and binding on the Parties.

CONTACT US

For any questions regarding this Agreement, or to raise a grievance, please contact us at the support email address published on the Platform, or write to us at: Desk Nine Private Limited, No. 24, 9th Cross Road, Off. Margosa Road, Malleshwaram, Bangalore – 560003, Karnataka, India.