1. DEFINITIONS

For the purposes of these Terms, unless the context requires otherwise, the following capitalized terms shall have the meanings assigned below. Terms defined in the singular shall include the plural and vice versa.

1. “Agreement” refers to these Terms of Service, including all incorporated documents such as the Privacy Policy, service-specific annexures, order forms, work orders, statements of work (SOW), schedules, guidelines, usage policies, and any amendments made in writing and mutually agreed upon by the parties.
2. “Client”, “User”, “you” or “your” refers to any individual, company, organization, or other legal entity that accesses, registers for, uses, or receives the Services, either directly or on behalf of another entity.
3. “Services” means all products, solutions, and services provided, developed, licensed, or otherwise made available by Inventurs, whether directly or through its affiliates, sub-brands, or authorized partners. This includes, without limitation, software development, technology consulting, product engineering, system integration, managed services, cloud-based solutions, web and mobile application platforms, and digital transformation projects. The term also encompasses any associated tools, platforms, applications, code, configurations, content, and deliverables offered under the Inventurs brand or through any white-labeled, co-branded, or proprietary offerings.
4. “Platform” means any proprietary or hosted software, system, portal, dashboard, technology infrastructure, application, or digital interface provided or made available by us for the purposes of delivering, configuring, accessing, managing, or monitoring the Services. The Platform may include web-based interfaces, mobile applications, API integrations, backend systems, and any other tools or components that enable the provision or consumption of the Services.
5. “Deliverables” means any work product, whether tangible or intangible, developed, created, or provided by Inventurs in connection with the Services. This includes, without limitation, reports, documentation, software, source code, object code, modules, designs, specifications, diagrams, configurations, data models, integrations, workflows, prototypes, and any other materials or outputs, regardless of the medium or format in which they are delivered.
6. “Party” or “Parties” refers to each of you (the Client/User) and Inventurs, individually or collectively, as the context may require.
7. “Order Form” or “Statement of Work (SOW)” refers to any document executed in writing between you and Inventurs that describes the scope of Services, duration or term, fees and payment terms, deliverables, project timelines, milestones, acceptance criteria, resource allocation, and any other project-specific obligations or conditions agreed between the parties..
8. “Third Party Services” means any products, services, or content provided by third parties that may be integrated with, accessed through, or used in conjunction with the Services, including cloud providers, payment processors, plug-ins, or APIs.
9. “Confidential Information” shall mean all non-public, proprietary, or sensitive information, whether disclosed orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.
10. “Effective Date” means the date on which you first access or use the Services, or the date on which both parties execute an Order Form, whichever is earlier.
11. “Applicable Law” means all statutes, laws, rules, regulations, ordinances, codes, directives, orders, decrees, guidelines, notifications, or interpretations thereof, whether domestic or foreign, and whether civil, criminal, or administrative, issued, enacted, or promulgated by any governmental, regulatory, judicial, or administrative authority having jurisdiction over the Services, Inventurs, or you, as may be amended or replaced from time to time.
12. “Guidelines” means any usage standards, technical specifications, documentation, protocols, best practices, policies, or acceptable use requirements issued, published, or otherwise communicated by Inventurs from time to time in connection with the access to, use of, or interaction with the Services. Such Guidelines may be provided in writing, electronically, or through the Platform, and shall form an integral part of these Terms.
13. “Privacy Policy” means the then-current privacy policy of Inventurs, available at [Insert Privacy Policy Link], which outlines the collection, use, and protection of personal data in connection with the Services.
14. “Website” means the collection of all web pages, documents, digital content, images, scripts, and other related materials made available through www.inventurs.com or any of its subdomains, as well as any other domain or top-level domain owned or controlled by Inventurs, that hosts information, tools, or access points relating to the Services.
15. Force Majeure” refers to any event or circumstance beyond a party’s reasonable control that prevents or materially delays the performance of its obligations under these Terms. Such events may include, without limitation, acts of God, natural disasters (including floods, earthquakes, hurricanes), pandemics or epidemics, war, terrorism, civil unrest, labor strikes or other industrial disturbances, embargoes, government actions or restrictions, utility or telecommunications failures, or cyberattacks. Force Majeure shall have the meaning and implications more fully set forth under Clause 22 (Force Majeure) of these Terms.

2. ELIGIBILITY

1. The Services are intended solely for use by individuals and entities who can form legally binding contracts under Applicable Law. By accessing or using the Services, you represent and warrant that:

   1. If you are an individual, you are at least eighteen (18) years of age, legally competent to enter into contracts, and authorized to act on behalf of a registered business or organization;
   2. If you are representing a legal entity, such entity is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction, and you have full authority to bind such entity to these Terms;
   3. You have not been previously suspended, removed, or restricted from accessing the Services for any reason by Inventurs;
   4. You are not a direct or indirect competitor of Inventurs and will not use the Services to develop, promote, or operate any product or service that competes with Inventurs;
   5. The information provided by you during the registration or onboarding process is true, accurate, current, and complete, and you agree to maintain and update such information as necessary;
   6. Your access to and use of the Services does not and will not violate any Applicable Law, regulation, or third-party rights.
2. Inventurs reserves the right to verify eligibility and to suspend or terminate access to the Services at any time, in its sole discretion, for non-compliance with these Terms or Applicable Law.

3. MODIFICATIONS TO TERMS

1. Inventurs reserves the right, at its sole discretion, to modify, amend, add to, or remove any part of these Terms at any time by posting the revised version on the Platform or otherwise through the Services, with reasonable prior notice where required by law. You are advised to review these Terms periodically to stay informed of any changes.
2. Your continued access to or use of the Services following the posting of any changes shall constitute your binding acceptance of such modified Terms. The revised Terms shall automatically take effect upon the earlier of:
   1. your express acceptance of the modified Terms; or
   2. thirty (30) days from the date the modified Terms are made available to you, unless otherwise specified.
3. No course of dealing, usage of trade, or oral communication shall operate to modify these Terms. Any attempted modification by you that does not comply with this Section shall be null and void. Modifications made electronically by Inventurs through an authenticated process (such as a click-to-accept mechanism or email confirmation) shall be deemed valid and enforceable.

4. SERVICES AND ACCESS

1. Inventurs shall provide the Services to you in accordance with the scope, service levels, and specifications set forth in a duly executed proposal, Statement of Work (SOW), Order Form, or other written agreement. The nature and extent of the Services may include but are not limited to IT consulting, software development, product engineering, digital marketing, cybersecurity, cloud infrastructure, and related managed services, as specified in the applicable engagement documents.
2. Subject to your continued compliance with these Terms and applicable documentation, Inventurs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and any associated Platform, solely for your internal business purposes and in accordance with the intended functionality of the Services.
3. Except as expressly permitted herein or under an applicable agreement, you shall not (a) resell, sublicense, or otherwise make the Services available to any third party; (b) reverse engineer, decompile, or disassemble any component of the Services; (c) use the Services for unlawful purposes; or (d) access the Services to develop or offer a competing product or service.
4. Inventurs reserves the right to enhance, modify, or discontinue certain features or functionalities of the Services, provided that such changes do not materially degrade the core functionality of the Services being provided under an ongoing engagement, unless required by law or for security reasons.

5. ACCOUNTS & SECURITY

1. To access certain features or Services provided by Inventurs, you may be required to register for an account. You acknowledge and agree that you are solely responsible for (i) maintaining the confidentiality and security of your account credentials, including your username and password, (ii) restricting access to your systems and devices used to access the Services, and (iii) all activities that occur under your account, whether or not such activities are authorized by you.
2. You agree to notify Inventurs immediately upon becoming aware of any actual or suspected unauthorized access to or use of your account, credentials, or the Services. Inventurs shall not be liable for any loss, damage, or liability arising from your failure to comply with this obligation.
3. You shall not share, sublicense, sell, lease, or otherwise transfer your account credentials or provide access to the Services to any third party, except as expressly authorized in writing by Inventurs. Any such unauthorized use shall constitute a material breach of these Terms.
4. Inventurs reserves the right to suspend, limit, or terminate access to your account or the Services, with or without notice, if it reasonably believes that (i) your account has been compromised, (ii) you are in violation of these Terms, or (iii) continued use of your account poses a security risk to the Services, Inventurs, or any third party.
5. Inventurs reserves the right to monitor usage of the Services to ensure compliance with these Terms. You agree to cooperate with any reasonable investigation or audit conducted by Inventurs relating to your use of the Services or your account.

6. OUR RESPONSIBILITIES

6.1 Service Availability

Inventurs shall use commercially reasonable efforts to make the Services available to you in accordance with the applicable Service Standards, Order Form, or Statement of Work, and these Terms. This includes providing the agreed-upon functionalities and deliverables relevant to the Services such as software development, consulting, technology implementation, or other professional services as mutually agreed.

6.2 Data Security and Confidentiality

Inventurs shall, to the best of its efforts, maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data, as further described in the applicable Privacy Policy and operational Guidelines. These safeguards shall include, without limitation, measures intended to prevent unauthorized access, use, alteration, or disclosure of Client Data by Inventurs personnel, except where:

1. such access or disclosure is necessary to provide the Services or to resolve technical or operational issues;
2. disclosure is required by applicable law or a valid legal process; or
3. you have expressly authorized such disclosure in writing.

6.3 Incident Response and Notification

In the event Inventurs becomes aware of any actual or suspected unauthorized access to, or unlawful disclosure, loss, or destruction of Client Data (“Data Breach”), Inventurs shall notify you in writing without undue delay, and in no event later than seventy-two (72) hours after becoming aware of such Data Breach. The notification shall include a summary of the nature of the breach, the categories and approximate volume of data affected, known or anticipated consequences, and the remedial measures taken or proposed to be taken.

6.4 Data Retention and Deletion

Inventurs shall retain Client Data only for as long as is necessary to fulfill the purposes for which it was collected or to comply with applicable legal or regulatory requirements. Upon termination or expiration of the Agreement, and upon your written request, Inventurs shall, within thirty (30) days, securely delete or return all Client Data in its possession or control, unless retention is required by applicable law, regulation, or lawful order.

7. USER OBLIGATIONS

7.1 General Usage Requirements

1. The User agrees to access and use the Inventurs Platform strictly in accordance with these Terms and solely for legitimate and lawful business purposes. Any use beyond the scope expressly authorized by Inventurs is prohibited.
2. The User shall ensure that all information provided during account creation, onboarding, and any subsequent interaction with Inventurs is true, complete, accurate, and up to date. The User is responsible for promptly updating any changes to such information.
3. The User shall maintain the confidentiality and security of their login credentials and shall be fully responsible for all activities undertaken through their account, whether authorized or not. Inventurs shall not be liable for any loss or damage arising from unauthorized access due to the User’s failure to secure their credentials.

7.2 Prohibited Conduct

The User shall not, directly or indirectly, engage in or attempt to engage in any of the following activities while using the Platform or Services:

1. Use the Platform in violation of any applicable law, regulation, contractual obligation, or third-party rights, including but not limited to intellectual property, data protection, or privacy rights.
2. Engage in any conduct that is unlawful, fraudulent, deceptive, defamatory, obscene, harassing, abusive, hateful, discriminatory, or otherwise objectionable.
3. Copy, modify, adapt, reverse engineer, translate, publish, distribute, transmit, reproduce, republish, perform, display, sell, sublicense, or otherwise exploit any portion of the Platform or Services, except as expressly permitted by Inventurs in writing.
4. Circumvent, bypass, disable, disrupt, or interfere with any security mechanisms, access restrictions, or usage limitations implemented on the Platform.
5. Upload, transmit, or introduce any code, files, or programs that are harmful, including but not limited to viruses, worms, ransomware, trojans, spyware, corrupted files, or other malicious software or scripts.
6. Access or attempt to access the Platform through any automated means, including bots, crawlers, spiders, or scraping tools, unless explicitly authorized by Inventurs.
7. Imitate, mirror, or otherwise simulate the appearance or functionalities of the Platform or attempt unauthorized access to any systems, servers, or user accounts connected to Inventurs.
8. Collect, harvest, or misuse any data or personal information relating to other users of the Platform, including email addresses or contact details, without proper legal basis or express consent.
9. Transmit unsolicited messages, promotions, advertisements, phishing content, or spam in any form.
10. Submit or post any content that is knowingly false, misleading, libellous, offensive, or violates the rights or dignity of any person or entity.
11. Tamper with or manipulate platform metrics, reviews, listings, or performance data, or otherwise interfere with the intended operation and user experience of the Platform.
12. Use the Platform to build or support a competing product or service, conduct benchmarking, or engage in reverse engineering or data extraction for competitive analysis.
13. Impersonate any individual or organization, or misrepresent affiliation with any person, company, or legal entity.
14. Intimidate, harass, threaten, or abuse any Inventurs personnel, customers, vendors, or other users, whether through verbal, physical, written, or electronic means.
15. Upload, transmit, or disclose any confidential, sensitive, or third-party proprietary data or personal information without appropriate authorization or legal basis.
16. Remove, alter, or obscure any copyright, trademark, or proprietary notices embedded in or displayed through the Platform or Services.
17. Disrupt, overload, interfere with, or impair the functionality of the Platform or associated networks, or engage in any activity that adversely affects other users’ access to or use of the Services.

7.3 User Responsibility for Breach

The User acknowledges and agrees that they shall be solely responsible for any breach of their obligations under these Terms and any applicable laws, and for the consequences of such breach, including any loss or damage suffered by Inventurs, its affiliates, or its third-party partners or service providers. Inventurs reserves the right to suspend, limit, or terminate access to the Services in the event of any actual or suspected breach of these obligations.

8. END-USER LICENSE

8.1 Grant of License

Subject to your continued compliance with these Terms and the timely payment of all applicable fees, Inventurs Cube LLP (“Inventurs”) hereby grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Inventurs platform and services (“Platform”) solely through the official web-based interface and authorized mobile applications provided by Inventurs or its affiliates (“Authorized Channels”), and strictly for your internal business operations.

8.2 Scope and Limitations

a. Permitted Access Only

You may access the Platform solely via the Authorized Channels. Any attempt to access the Platform through unauthorized means including unofficial APIs, modified applications, third-party integrations, or automated tools without prior written authorization from Inventurs, is strictly prohibited.

b. Restrictions on Use

• Copy, reproduce, adapt, translate, publish, display, transmit, or create derivative works based on the Platform or any component thereof;
• Distribute, disclose, lease, sell, license, rent, sublicense, assign, or otherwise transfer or make available the Platform or any portion thereof to any third party;
• Use the Platform for any purpose other than as expressly permitted under these Terms and for lawful internal business use;
• Attempt to probe, scan, test the vulnerability of, or gain unauthorized access to the Platform, related systems, networks, or data.

c. Prohibition on Sublicensing and Assignment

You shall not assign, sublicense, transfer, pledge, encumber, or otherwise dispose of or share any rights granted under this license either in whole or in part without the prior express written consent of Inventurs.

d. No Local Hosting or Storage

Unless explicitly authorized by Inventurs in writing, you shall not download, install, host, store, or retain any component of the Platform, its source code, or any associated content on any local device, server, third-party infrastructure, or offline environment, other than the official mobile application components as provided by Inventurs for limited offline functionality.

8.3 Ownership and Reservation of Rights

The Platform is licensed, not sold. All rights, title, and interest in and to the Platform including all software, source code, interfaces, data models, visual elements, content, enhancements, and related intellectual property are and shall remain the sole and exclusive property of Inventurs and its licensors. No rights are granted to you other than the limited license rights explicitly set forth in this Clause.

8.4 Termination of License

This license shall automatically terminate upon your breach of any provision of these Terms, including but not limited to non-payment of fees or violation of permitted usage. Upon termination:

• You must immediately cease all access to and use of the Platform;
• Where applicable, you shall permanently delete any locally stored elements of the Platform (such as those associated with the mobile application), subject to applicable data retention laws; and
• Inventurs reserves the right to disable your access credentials and delete or suspend your account without further notice, without prejudice to any other remedies available under law.

9. ACCEPTABLE USE AND RESTRICTIONS

1. You may access and use the Services solely for lawful, authorized, and legitimate internal business purposes, and strictly in accordance with these Terms. You agree not to use the Services in any manner that could:
   • Compromise the performance, availability, integrity, or security of the Services;
   • Impair the functioning of the Services or associated infrastructure; or
   • Interfere with any third party’s use of the Services.
2. You shall not, whether directly or indirectly, engage in or facilitate any of the following activities using the Services (including but not limited to the Website, Application, software, or underlying systems):

a. Unlawful or Unauthorized Use

• Using the Services in violation of any applicable law, regulation, or third-party rights;
• Engaging in fraudulent, deceptive, illegal, or malicious conduct.

b. Intellectual Property Infringement

• Uploading, transmitting, using, or sharing any content that infringes upon the intellectual property rights of any individual or entity, including copyrights, trademarks, patents, trade secrets, or proprietary information.

c. Offensive or Harmful Content

• Posting or transmitting any content that is defamatory, obscene, pornographic, indecent, abusive, harassing, threatening, discriminatory, or otherwise objectionable;
• Promoting hatred, violence, or harm against any individual, group, or organization.

d. Misinformation or Misrepresentation

• Disseminating false, misleading, or deceptive statements or information;
• Impersonating any individual or entity, or falsely stating or misrepresenting your affiliation with any person, company, or organization.

e. Privacy and Data Violations

• Collecting, storing, or disclosing personal data or confidential information of others without lawful authority or consent;
• Violating any individual’s rights to privacy or publicity.

f. Security Violations and System Abuse

• Gaining or attempting to gain unauthorized access to any portion of the Services, accounts, servers, or connected networks;
• Probing, scanning, or testing vulnerabilities of the Services or any related systems without express written authorization;
• Circumventing or attempting to circumvent authentication or security measures;
• Introducing viruses, worms, Trojan horses, spyware, ransomware, or other malicious code or programs into the Services;
• Engaging in denial-of-service attacks, network flooding, spamming, or any form of deliberate disruption.

3. Without limiting the generality of the foregoing, you specifically agree not to:
   • Reverse engineer, decompile, disassemble, decrypt, adapt, translate, or otherwise attempt to discover the source code, architecture, or underlying structure of any part of the Services;
   • Reproduce, modify, adapt, translate, publish, transmit, display, distribute, license, sublicense, or commercially exploit the Services or any part thereof, except as expressly permitted under these Terms;
   • Use any manual or automated tools (including bots, crawlers, or scrapers) to extract, harvest, or index data from the Services without prior written authorization.
4. Inventurs reserves the right to investigate suspected violations of this Clause and may suspend or terminate access to the Services without notice if it reasonably believes that a violation has occurred. Violations may also result in civil, criminal, or administrative liability under applicable laws.

10. INTELLECTUAL PROPERTY RIGHTS

1. The Inventurs platform, including all software, applications, technology, algorithms, user interfaces, designs, graphics, text, images, audio, video, and other content and materials (collectively, “Inventurs Materials”), and all intellectual property rights therein, are and shall remain the exclusive property of Inventurs Cube LLP and its licensors. This includes, without limitation:
   1. All proprietary CRM algorithms, sales forecasting models, and analytics engines developed by Inventurs;
   2. The unique user interface design and user experience elements specific to the platform;
   3. All reporting templates, dashboard layouts, and data visualization components;
   4. The underlying database structures, API specifications, and integration frameworks;
   5. All trademarks, service marks, trade names, logos, and branding associated with Inventurs;
   6. Any artificial intelligence, machine learning, or automation features integrated into the platform;
   7. All documentation, training materials, and help content related to Inventurs.
2. The platform may incorporate third-party software components, libraries, and services. Your use of such components is subject to the applicable third-party licenses, which are incorporated herein by reference. Inventurs represents that it has obtained all necessary rights to include such third-party components in the platform.
3. You retain all right, title, and interest in and to your Client Data. By using the Inventurs platform, you grant Inventurs a limited, non-exclusive, royalty-free license to:
   1. Process, store, and transmit your Client Data solely to provide the services;
   2. Create aggregated, anonymized statistical data that does not identify you or your customers;
   3. Use such anonymized data for platform improvement, benchmarking, and product development purposes.
4. All rights not expressly granted to you in these Terms are reserved by Inventurs. No implied licenses are granted under these Terms. The license granted herein does not include any right to receive updates, upgrades, or new versions of the software, which may be provided at Inventurs’ sole discretion.

5. Feedback

   i. Feedback Ownership and Use

   If you provide Inventurs with any suggestions, enhancement requests, feature ideas, bug reports, or other feedback regarding the platform (“Feedback”), you hereby assign to Inventurs all right, title, and interest in and to such Feedback. This assignment includes:

   1. All intellectual property rights in the Feedback, including copyrights, patent rights, and trade secret rights;
   2. The right to use, modify, implement, and commercialize the Feedback without restriction;
   3. The right to incorporate the Feedback into current or future versions of the platform;
   4. The right to create derivative works based on the Feedback.

   ii. No Compensation

   You acknowledge that Inventurs has no obligation to provide compensation, credit, or acknowledgment for any Feedback, even if such Feedback is incorporated into the platform. You further acknowledge that any Feedback may be used by Inventurs for any purpose, including but not limited to improving existing features, developing new features, or enhancing the overall user experience.

   iii. Feedback Submission Guidelines

   When providing Feedback, you represent and warrant that:

   1. The Feedback is your original work or you have the right to provide it;
   2. The Feedback does not infringe any third-party intellectual property rights;
   3. The Feedback does not contain confidential information of third parties;
   4. You have the authority to assign the rights in the Feedback to Inventurs.

11. THIRD- PARTY SERVICES AND INTEGRATIONS

1. The Inventurs platform may integrate with various third-party applications, software, and services to enhance functionality or enable specific features. Your use of any such third-party services is governed solely by the terms and conditions of those respective third parties. Inventurs Cube LLP does not control, endorse, or assume any responsibility for third-party services, and shall not be liable for any damages, loss of data, or other issues arising out of or related to your use of such third-party integrations.
2. The Inventurs platform may contain links to third-party websites, platforms, or resources. Inventurs is not responsible for the availability, content, accuracy, or reliability of any external sites or resources linked through the platform. Inclusion of any link does not imply endorsement by Inventurs. You acknowledge and agree that Inventurs shall not be held liable for any loss or damage arising from your access to or reliance on any third-party content.

12. FEES/ PAYMENT

1. The Fees payable for the Services provided by Inventurs shall be as specified in the applicable Statement of Work (“SOW”) and/or Work Order (“WO”) executed between the Parties from time to time.
2. Unless expressly agreed otherwise in the relevant SOW or WO, the Fees are exclusive of all applicable taxes, including but not limited to GST, duties, and any applicable government levies. Any delivery charges for physical deliverables, if any, shall be communicated in advance and borne by the Client.
3. All Fees shall be invoiced and payable in accordance with the payment terms outlined in the relevant SOW or WO. Unless stated otherwise therein, payment shall be made within [30] days from the date of invoice.
4. Inventurs shall not be liable for any delay or failure in performance arising from the Client’s failure to make timely payments. Any failed or unsuccessful transactions shall be the Client’s responsibility to resolve directly with their financial institution or payment service provider.
5. The Client shall be solely responsible for any costs associated with its internal infrastructure, software, connectivity, or other resources necessary for receiving and utilizing the Services provided by Inventurs.

13. LIMITATION OF LIABILITY

13.1 Service Availability Disclaimer

Except as otherwise mutually agreed in writing between the parties in any executed Statement of Work or Work Order, Inventurs makes no representations or warranties that its platform or services will be continuously available, error-free, or entirely secure. All services are provided on an “as is” and “as available” basis without any warranties of any kind, whether express, implied, statutory, or otherwise. Inventurs expressly disclaims all implied warranties, including those of merchantability, fitness for a particular purpose, title, and non-infringement.

13.2 Data and Integration Disclaimers

Inventurs does not warrant the accuracy, completeness, or reliability of any data processed, including forecasts, analytics, or reports generated through the platform. Inventurs is not responsible for any business decisions made in reliance on such data or insights. Additionally, Inventurs does not guarantee the continued availability, compatibility, or performance of any third-party integrations.

13.3 Liability Cap

Except in the case of:

1. willful misconduct or gross negligence by Inventurs;
2. breach by Inventurs of its confidentiality or data protection obligations;
3. Inventurs’ express indemnification obligations under these Terms; or
4. death or personal injury caused by Inventurs’ negligence

the total aggregate liability of Inventurs, including its partners, officers, employees, and affiliates, whether in contract, tort, or otherwise, shall be limited to the total fees actually paid by you to Inventurs in the twelve (12) months immediately preceding the event giving rise to the claim.

13.4 Exclusion of Consequential Damages

In no event shall Inventurs be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

• Loss of profits, revenue, or anticipated business;
• Loss of data, use, goodwill, or reputation;
• Costs of procuring substitute services or technologies;
• Operational delays or business interruption;
• Failure to achieve projected savings or outcomes;
• Third-party claims against you;
• Any damages arising from unmet business targets associated with the platform.

These limitations shall apply irrespective of whether Inventurs has been advised of the possibility of such damages, and regardless of the legal theory of liability.

14. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Inventurs Cube LLP, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Your use or misuse of the Inventurs platform or services;
2. Any breach of these Terms or any applicable Statement of Work or Work Order;
3. Your violation of any applicable law or the rights of any third party;
4. Any misrepresentation made by you to Inventurs or any third party in connection with the services; or
5. Any data, content, or materials submitted or transmitted through your account that infringe, misappropriate, or otherwise violate the rights of any person or entity.

Inventurs reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such an event, you agree to fully cooperate with Inventurs in asserting any available defenses.

15. SEVERABILITY AND REFORMATION

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent. If such modification is not possible, the provision shall be deemed severed from these Terms.

The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms, and the remaining provisions shall continue in full force and effect.

16. LANGUAGE AND TRANSLATION

These Terms are originally drafted in English. Any translation of these Terms provided by Inventurs is solely for convenience and shall not be legally binding. In the event of any discrepancy or conflict between the English version and a translated version, the English version shall prevail.

Users who are not fluent in English are advised to seek independent legal advice to ensure their understanding of these Terms. Inventurs shall not be held liable for any misinterpretation or misunderstanding arising from translated versions of these Terms.

17. COPYRIGHT COMPLAINT

1. Users must not use the Platform in any manner that infringes the intellectual property rights of Inventurs or any third party. Inventurs maintains a strict policy of suspending or terminating the accounts of users who are found to repeatedly violate copyright or other proprietary rights.
2. If you believe in good faith that any content on the Platform infringes your copyright, you may submit a notification to the designated contact below:

   Name: [*]
   Mailing Address: [*]
   Phone Number: [*]
   Email Address: [*]

3. A copyright infringement notice should include the following information:
   1. An electronic or physical signature of the copyright owner or a person authorized to act on their behalf;
   2. A clear description of the copyrighted work claimed to have been infringed;
   3. Identification of the allegedly infringing material and its location on the Platform;
   4. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, their agent, or the law;
   5. A statement under penalty of perjury that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

   Inventurs reserves the right to request additional information before taking action and, in the case of disputes regarding ownership, may remove the allegedly infringing content pending resolution.

18. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between these Terms and a separately executed Statement of Work, Work Order, Master Services Agreement, or any other formal written agreement between the parties, the terms of such written agreement shall prevail, but only to the extent of the conflict. These Terms shall continue to apply to all matters not expressly covered in such agreements.

19. LIMITED LICENSE

Subject to compliance with these Terms and payment of applicable fees, Inventurs grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the specific deliverables or services identified in the applicable Work Order or SOW. This license:

1. Scope: Applies only to the intended use defined under the relevant Work Order or SOW;
2. Restrictions: Prohibits redistribution, sublicensing, or commercial exploitation of any deliverables except as expressly permitted in writing by Inventurs;
3. Ownership: Does not grant ownership or intellectual property rights in any underlying technology, software, templates, or proprietary material used in the performance of services.

20. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts located in Indore, Madhya Pradesh.

In cases where a different entity or structure applies, the governing law and jurisdiction shall be as detailed in the respective Work Order or Statement of Work (SOW).

21. WARRANTY DISCLAIMER

1. The services are provided on an “as-is” and “as available” basis without warranties of any kind whether express, implied, statutory, or otherwise including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
2. Inventurs and its affiliates, officers, employees, and agents make no representations or warranties about:
   1. the accuracy or completeness of any content or deliverable;
   2. uninterrupted or error-free availability of services;
   3. correction of any defects or bugs; or
   4. that the services will meet Client’s expectations, purposes, or business objectives.
3. Inventurs disclaims any liability for any damages resulting from the use or inability to use the services, including data loss, system failures, delays, or third-party actions.

22. FORCE MAJEURE

22.1 Definition

“Force Majeure” refers to any event or circumstance beyond the reasonable control of a party, which prevents or materially hinders the performance of any part of its obligations under these Terms, and which could not have been foreseen, prevented, or mitigated through reasonable efforts. Such events include, but are not limited to:

• natural disasters (including floods, earthquakes, storms, fires, or other acts of God),
• war, armed conflict, invasion, terrorism, sabotage, riots, or civil unrest,
• epidemics, pandemics, or quarantine restrictions,
• governmental or regulatory actions, orders, embargoes, or changes in law,
• labor disputes, strikes, lockouts, or other industrial actions,
• failure or interruption of electricity, internet, telecommunications, hosting infrastructure, or third-party services.

22.2 Suspension of Obligations

Neither party shall be held liable for any failure or delay in performing its obligations (except for payment obligations) if such failure or delay is due to a Force Majeure event. The affected party shall promptly notify the other party in writing upon the occurrence of such an event, including reasonable details of its nature and expected duration.

22.3 Termination Rights

If the Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected portion of the Agreement or the Agreement in its entirety by providing written notice to the other party, without any further liability.

23. GRIEVANCE OFFICER

In accordance with applicable Indian IT laws and regulations, the designated Grievance Officer for Inventurs Cube LLP is:

• Name: [*]
• Phone Number: [*]
• Email Address: [*]

The Grievance Officer shall address any concerns regarding the Terms, user rights, or service experience within timelines prescribed under applicable law.