TERMS OF SERVICE

Version: 3.0 Effective Date: 24 June 2026 Last Updated: 24 June 2026

THESE TERMS OF SERVICE CONSTITUTE AN ELECTRONIC RECORD AND AN ELECTRONIC CONTRACT FORMULATED AND PUBLISHED IN ACCORDANCE WITH APPLICABLE LAWS, INCLUDING THE INDIAN CONTRACT ACT, 1872, THE INFORMATION TECHNOLOGY ACT, 2000, THE DIGITAL PERSONAL DATA PROTECTION ACT, 2023, THE DIGITAL PERSONAL DATA PROTECTION RULES, 2025, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS, EACH AS AMENDED FROM TIME TO TIME. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES HEREIN.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM OR ANY SERVICES. BY ACCESSING, BROWSING, REGISTERING ON, SUBSCRIBING TO, OR OTHERWISE USING THE PLATFORM OR ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY AND ALL OTHER POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE ACCESS TO AND USE OF THE PLATFORM AND SERVICES.

  1. GENERAL

    1. The website located at [https://www.lignx.com], the [LignX] application made available by the Company, and any associated products, software, services, content, features and functionalities made available through them (collectively, the "Platform") are owned, operated and/or licensed by Sragvee Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No. 48, Church St, Haridevpur, Shanthala Nagar, Ashok Nagar, Mahatma Gandhi Road, Bangalore – 560001 Karnataka, India (the "Company", "we", "us" or "our").

    2. These Terms of Service ("Terms"), together with the Privacy Policy available, any applicable SaaS Agreement or License Agreement, Order Form, Statement of Work, and any other policies, notices, guidelines or supplemental terms made available by the Company from time to time (collectively, the "Agreement"), govern your access to and use of the Platform and Services.

    3. For the purposes of these Terms: (a) "User" means any individual, company, partnership, limited liability partnership, corporation, organisation or other legal entity that accesses or uses the Platform or Services; (b) "Authorised User" means any employee, representative, contractor or personnel authorised by a User to access and use the Platform on such User's behalf; (c) "Services" means the software, products, tools, features, functionalities and related services made available by the Company through the Platform.

    4. Users may access the Platform and related Services in one or more of the following capacities:

  1. “Subscribers”: Users who have purchased or subscribed to the Services pursuant to a separate license Agreement or other commercial arrangement with the Company. The features, functionalities, usage rights and service levels available to Subscribers shall be governed by the applicable commercial Agreement;

  2. “Trial Users”: Users who are granted temporary, limited or evaluation access to the Services for demonstration, testing or trial purposes. Trial access is provided on an "as is" basis, may be modified, suspended or terminated at any time at the Company's sole discretion, and shall automatically expire at the end of the applicable trial period unless converted into a paid subscription;

  3. “Visitors”: Individuals who browse publicly accessible portions of the Platform without registering for or subscribing to the Services.

    1. Each User shall remain solely responsible for all acts, omissions, activities and use of the Platform and Services by its Authorised Users and shall ensure that all Authorised Users comply with this Terms and any other agreement executed with the Company.

    2. The Company may amend, modify or update these Terms from time to time at its sole discretion. Where required by applicable law or where the Company determines that a change is material, the Company may provide notice through the Platform, by email, or through any other reasonable means. The revised Terms shall become effective on the date specified in such notice. Continued access to or use of the Platform following the effective date of the revised Terms shall constitute acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform and, where applicable, terminate your subscription in accordance with the relevant commercial agreement. The Company reserves the right to suspend or terminate access to the Platform for any User that does not accept the revised Terms.

  1. SERVICES

    1. Services

  1. The Company provides consulting and advisory services relating to objectives and key results ("OKR") framework adoption and implementation, leadership consulting and coaching, people strategy, organisation design and development, performance management, training, workshops and related professional services, together with software, tools, applications, analytics, content and other ancillary offerings made available by the Company from time to time (collectively, the "Services").

  2. The Services include the Company's proprietary software platform known as "LignX", an OKR-based organisational and performance management solution made available on a software-as-a-service ("SaaS") basis through the Platform. The Platform may be made available through a web browser, mobile interface, cloud-hosted environment, or such other deployment model as may be agreed between the Company and the service provider

  3. The Company may, at its sole discretion and from time to time, modify, enhance, replace, discontinue or introduce any feature, functionality, component, user interface, integration, tool or aspect of the Services, provided that such changes do not materially reduce the core functionality of any active paid subscription during its then-current subscription term.

  4. For Subscribers, the specific scope, service levels, subscription metrics, commercial terms and deployment model applicable to the Services shall be governed by the applicable license Agreement. In the event of any conflict between these Terms and a license Agreement, the SaaS Agreement shall prevail to the extent of such conflict.

    1. Account Registration and Administration

  1. In order to access and use the Services, a User may be required to create an account through the Platform and provide such information as may be requested by the Company from time to time. Where the User is an organisation or legal entity, the User shall designate at least one authorised representative to act as the primary administrator and single point of contact ("SPOC") for account administration purposes. The SPOC shall be authorised to create, modify, suspend and manage Authorised User accounts and to act on behalf of the User in relation to the Services.

  2. The User represents and warrants that all information submitted in connection with account registration is true, accurate, complete and current. The User shall promptly update any information that becomes inaccurate or outdated.

  3. The Company reserves the right to reject any registration request or suspend or terminate any account where the Company reasonably believes that any registration information is inaccurate, misleading, incomplete, fraudulent or otherwise violates these Terms.

  4. The Company shall have no obligation to independently verify the accuracy, completeness or authenticity of any information provided by a User.

    1. Account Credentials and Security: The User shall be solely responsible for:

  1. maintaining the confidentiality and security of all account credentials;

  2. managing access rights granted to its Authorised Users;

  3. all activities conducted through its accounts and the accounts of its Authorised Users;

  4. ensuring that Authorised Users comply with these Terms;

  5. Account credentials are personal to the authorised account holder and shall not be shared, transferred, sublicensed, rented or otherwise made available to any unauthorised third party;

  6. The User shall immediately notify the Company upon becoming aware of any actual or suspected unauthorised access to, use of, or compromise of any account or credentials;

  7. To the maximum extent permitted by applicable law, the Company shall not be liable for any loss, damage, liability or claim arising from the User's failure to maintain the security of its account credentials or from any unauthorised use of an account.

    1. Free Trial and Demonstration Access

  1. The Company may, from time to time and in its sole discretion, offer free trial, proof-of-concept, pilot, sandbox, evaluation or demonstration access to all or part of the Services ("Trial Access"). Trial Access is provided solely for evaluation purposes and may be subject to additional terms communicated by the Company from time to time. The Company reserves the right to determine eligibility for Trial Access and may suspend, restrict, modify or terminate Trial Access at any time, with or without notice and without liability;

  2. Trial Access is provided on an "as is", "as available" and "without warranty" basis. To the maximum extent permitted by applicable law, all warranties, service commitments, support obligations, indemnities and service level commitments that may otherwise apply to paid subscriptions shall not apply to Trial Access unless expressly agreed in writing by the Company; and

  3. Any data, configurations, customisations, reports or content uploaded or generated during Trial Access may be permanently deleted upon expiration or termination of the Trial Access. The Company shall have no obligation to retain, export, recover or make available any such data following expiration or termination of the Trial Access. Continued access to the Services following expiry of Trial Access shall require the execution of a SaaS Agreement or other commercial arrangement approved by the Company.

    1. Subscription Packages

  1. The Company may make available different subscription plans, editions, modules, user tiers, feature bundles or service packages (collectively, "Packages") for the Services, as mutually agreed between the parties in the Agreement. The features, functionalities, usage limits, subscription metrics and pricing applicable to each Package shall be as specified on the Platform, in the applicable license Agreement or other commercial documentation issued by the Company;

  2. The Company may modify, discontinue, replace or introduce Packages from time to time. Any such changes shall not materially affect an existing Subscriber's purchased Package during its then-current subscription term unless otherwise agreed in writing;

  3. Access to the Services shall at all times remain subject to the subscription limits, user limits, usage restrictions and other parameters applicable to the relevant Package;

  1. ELIGIBILITY

    1. Eligibility to Use the Services

  1. The Services are intended for use by individuals and legal entities that are competent to enter into legally binding contracts under applicable law, including the Indian Contract Act, 1872. If you are accessing or using the Platform and/or related Services, you represent and warrant that: (i) you have the full right, authority and capacity to bind such entity to these Terms; (ii) such entity is duly organised, validly existing and authorised to enter into and perform its obligations under these Terms; and (iii) all Authorised Users accessing the Services on behalf of such entity have been duly authorised to do so. Persons who are incompetent to contract under applicable law are not permitted to access or use the Services.

  2. The Services are not intended for use by individuals under the age of eighteen (18) years. To the extent that the Services are accessed by or made available to a child, such access shall be subject to the prior consent of the child's parent or lawful guardian and compliance with all applicable requirements under the Digital Personal Data Protection Act, 2023 and applicable laws. The Company reserves the right to request information, documentation or confirmations reasonably necessary to verify such consent and to suspend or terminate access where such information is not provided or cannot be verified.

  3. The Company does not knowingly engage in tracking, behavioural monitoring or targeted advertising directed at children through the Platform. These Terms apply to all Users, including Subscribers, Trial Users, Visitors and Authorised Users who access or use the Platform and/or related Services.

  1. PAYMENTS, BILLING AND SUSPENSION

    1. Fees and Invoicing: The fees, subscription charges, licence fees and other amounts payable for the Services ("Fees") shall be as specified in the applicable license Agreement or other commercial documentation issued by the Company. Unless otherwise expressly agreed in writing, all Fees are: (i) payable in advance; (ii) non-cancellable and non-refundable; and (iii) exclusive of all applicable taxes, duties, levies, withholdings and governmental charges, which shall be borne by the Subscriber.

The Subscriber shall pay Fees based on the subscription plan, Package, number of Authorised Users, usage limits or other subscription metrics specified in the applicable commercial documentation. If the Subscriber exceeds any applicable usage limits, licence quantities or subscription metrics, the Company may invoice the Subscriber for such excess usage at the rates specified in the applicable commercial documentation or otherwise communicated by the Company.

The Company reserves the right to revise Fees, introduce new charges or modify pricing upon renewal of the applicable subscription term by providing prior notice to the Subscriber. Invoices shall be deemed accepted and final unless disputed in writing within seven (7) days from the invoice date. Any dispute notice shall include reasonable supporting details. The Company shall review any bona fide dispute and, where appropriate, issue a credit note or adjustment in a subsequent invoice. The Subscriber shall remain responsible for payment of all undisputed amounts.

  1. Payment Methods

The Subscriber shall maintain a valid and current payment method throughout the subscription term. Where recurring billing is enabled, the Subscriber authorises the Company and its payment processors to automatically charge the designated payment method for all Fees, renewals, overage charges, taxes and other amounts due under the applicable subscription. The Company may utilise third-party payment processors and payment gateways for payment collection. Such services shall be governed by the terms and policies of the applicable third-party provider. The Company shall not be responsible for any delays, errors, failures, security incidents or other issues attributable to any payment processor or payment gateway. The Subscriber shall be responsible for maintaining accurate billing information, payment details and contact information at all times.

  1. Late Payments and Suspension

Unless otherwise specified in the applicable SaaS Agreement, all invoices shall be payable within thirty (30) days from the invoice date. If any payment remains overdue after the applicable due date, the Company may, without prejudice to its other rights and remedies: (a) charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower; (b) suspend access to all or part of the Services; (c) disable User accounts or restrict access to certain functionality; (d) refuse any renewal, upgrade or additional Services; and/or (e) recover all reasonable costs incurred in collecting overdue amounts.

Where payment fails due to an unsuccessful automatic debit or other payment failure, the Company may notify the Subscriber and provide a cure period of seven (7) days. Failure to remedy the payment default within such period may result in immediate suspension of the Services without further notice.

The Company may also suspend access to the Services immediately if it reasonably believes that: (i) the Subscriber or any Authorised User is using the Services in violation of these Terms, the applicable license Agreement or applicable law; (ii) continued provision of the Services may expose the Company, the Platform or other users to security, legal or operational risks; or (iii) suspension is necessary to protect the integrity, security or availability of the Platform. Except where prohibited by applicable law, the Company shall have no liability arising from any suspension of the Services under this Clause.

  1. Data Retention Following Suspension or Expiry

Upon suspension, expiry or termination of a subscription, the Company may restrict access to the User's account and associated data. Unless otherwise specified in the applicable SaaS Agreement or the applicable law, the Company may retain User Data (as defined below) for up to thirty (30) days following expiry or termination solely to facilitate export or recovery requests, subject to payment of all outstanding Fees and compliance with applicable procedures. Following expiry of the applicable retention period, the Company may permanently delete all User Data without further notice and shall have no obligation to retain, recover or restore such data. The User is solely responsible for maintaining appropriate backups of its data.

  1. Renewals

Unless otherwise stated in the applicable license Agreement, subscriptions shall automatically renew for successive renewal terms of the same duration as the initial subscription term. The Company may provide renewal reminders or renewal notices; however, failure to provide any such reminder shall not affect the validity of any renewal or the Subscriber's payment obligations.

  1. No Refunds

Except as expressly set out in these Terms, the applicable license Agreement or as required under applicable law, all Fees paid or payable in connection with the Services are non-refundable, including in cases of partial use, non-use, suspension, downgrade, early termination or termination for breach.

  1. USER OBLIGATIONS AND ACCEPTABLE USE

    1. User Obligations

The User shall, and shall ensure that all Authorised Users:

  1. comply with these Terms, the applicable license Agreement and all applicable laws;

  2. use the Platform and Services solely for lawful business purposes and in accordance with the rights granted under these Terms;

  3. provide accurate, complete and current information whenever requested by the Company and promptly update such information to ensure its continued accuracy;

  4. maintain all hardware, software, systems, internet connectivity and other technical infrastructure necessary to access and use the Platform;

  5. implement and maintain reasonable administrative, physical and technical safeguards to protect account credentials and access to the Services;

  6. cooperate with the Company in connection with any investigation relating to actual or suspected misuse of the Platform or Services; and

  7. remain solely responsible for all activities undertaken through their accounts and for all acts and omissions of their Authorised Users.

The Company may request additional information, documentation or verification materials at any time. If any information provided by the User is found or reasonably suspected to be false, misleading, inaccurate, incomplete or outdated, the Company may suspend or terminate access to the Platform, refuse future access requests and exercise any other rights available under these Terms or applicable law. The Company shall have no obligation to independently verify any information provided by a User.

  1. Acceptable Use Restrictions

The User shall not, and shall not permit any Authorised User or third party to:

  1. use the Platform or Services in violation of any applicable law, regulation, court order or governmental requirement;

  2. upload, transmit, publish, store or otherwise make available any content that is unlawful, fraudulent, defamatory, obscene, abusive, harassing, hateful, discriminatory, threatening, misleading or otherwise objectionable;

  3. infringe, misappropriate or otherwise violate any intellectual property rights, privacy rights, publicity rights, contractual rights or other rights of any person;

  4. use the Platform to transmit malicious code, malware, ransomware, spyware, viruses, worms, Trojan horses or other harmful or disruptive code;

  5. interfere with, disrupt, damage, impair or compromise the integrity, security, availability or performance of the Platform, Services or any related systems, infrastructure or networks;

  6. attempt to gain unauthorised access to the Platform, Services, user accounts, systems, databases, networks or data;

  7. reverse engineer, decompile, disassemble, decode, copy, modify, adapt, translate or create derivative works of the Platform or any portion thereof except to the extent such restriction is prohibited by applicable law;

  8. access the Platform for the purpose of developing, benchmarking, training, testing or assisting the development of a competing product or service;

  9. sell, resell, sublicense, rent, lease, distribute, timeshare, commercially exploit or otherwise make the Platform available to any unauthorised third party;

  10. use any robot, spider, scraper, crawler, automated tool or similar mechanism to access, monitor, extract or copy any portion of the Platform except as expressly authorised by the Company;

  11. circumvent or attempt to circumvent any technical limitations, usage restrictions, security mechanisms, access controls or licence enforcement measures implemented by the Company;

  12. transmit unsolicited communications, spam, bulk messages or other unauthorised advertising or promotional materials through the Platform;

  13. engage in any activity that could reasonably be expected to expose the Company, the Platform, other users or third parties to security, legal, regulatory or operational risks; and

  14. use any output, data, reports, analytics, functionality or content generated through the Platform and/or related Services to train, fine-tune or develop any artificial intelligence, machine learning or competing software product without the Company's prior written consent.

    1. Security Restrictions

Without limiting the foregoing, the User shall not, and shall not permit any Authorised User or third party to: (a) access or attempt to access data, systems or networks not intended for such User / Authorised User; (b) probe, scan, monitor or test the vulnerability of the Platform or any related systems without the Company's prior written consent; (c) breach, disable or circumvent any authentication, encryption, security or access-control mechanisms; (d) overload, flood, mail-bomb, crash, disrupt or otherwise interfere with the operation of the Platform; or (e) use the Platform in any manner that could adversely affect other users' ability to access or use the Services.

  1. Company Enforcement Rights

The Company reserves the right to investigate any actual or suspected violation of these Terms or the Agreement and may, without limitation and without liability: (a) remove or disable access to any content; (b) suspend or terminate access to the Platform or Services; (c) restrict access to specific features or functionality; (d) report activities to law enforcement authorities, regulators or other third parties; and/or (e) take any other action reasonably necessary to protect the Platform, the Services, the Company or other users.

  1. Responsibility for Authorised Users

The Subscriber shall remain fully responsible and liable for all acts, omissions, activities and conduct of its Authorised Users as though such acts or omissions were those of the Subscriber itself.

  1. USE OF CONTENT

    1. Limited Right to Access Content

Subject to compliance with these Terms and the applicable license Agreement, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable subscription term to access and use the Platform, Services and Company’s content (“Company Content”) solely for the User's internal business purposes. Except for the limited rights expressly granted under these Terms or the applicable license Agreement, no right, title or interest in or to the Platform, Services or Company’s Content is transferred to the User.

  1. Restrictions on Use of Content

The User shall not, and shall not permit any Authorised User or third party to: (a) modify, adapt, translate, reproduce, republish or create derivative works from any Company Content; (b) distribute, sell, license, sublicense, assign, transfer, lease, rent, disclose or otherwise make any Company Content available to any third party; (c) remove, obscure or alter any copyright, trademark, confidentiality or proprietary rights notices contained in any Company Content; (d) use any Company Content for the development of competing products or services; € use any Company Content for commercial exploitation except as expressly permitted under the applicable license Agreement; or (f) copy, scrape, extract, harvest or systematically download Company Content except to the extent expressly permitted by the functionality of the Platform.

  1. Platform Design and Proprietary Elements

The design, structure, architecture, sequence, organisation, layout, user interface, workflows, look and feel, visual interfaces, graphics, logos, icons, software code, databases and other proprietary elements of the Platform are owned by or licensed to the Company and are protected by applicable intellectual property laws. No User may copy, imitate, reproduce or otherwise exploit any such elements in whole or in part without the Company's prior written consent.

  1. Software Restrictions

Any software, applications, source code, object code, APIs, integrations, tools, modules, documentation or other technology made available through the Platform remain the exclusive property of the Company and/or its licensors. Except as expressly authorised under these Terms or the applicable license Agreement, the User shall not: (a) download, copy, reproduce or distribute any software; (b) reverse engineer, decompile, disassemble or attempt to derive source code; (c) bypass or circumvent any technical restrictions or licence controls; (d) access or use the software for benchmarking, competitive analysis or the development of competing products or services; or (d) permit any third party to do any of the foregoing.

  1. Third-Party Services and Links

The Platform may contain links to, integrations with, or enable access to third-party websites, applications, products or services. The Company does not own or control such third-party services and does not endorse, warrant or assume responsibility for their availability, accuracy, security, legality, quality or content. The User acknowledges that access to and use of any third-party services shall be at the User’s sole risk and subject to the terms and policies of the relevant third-party provider. The Company shall not be liable for any loss, damage, liability or claim arising out of or relating to any third-party services.

  1. Sponsored Content and Promotional Material

The Company may display advertisements, promotional content, sponsored materials or third-party marketing communications on or through the Platform. Any such content shall be clearly identified where required by applicable law. The Company does not make any representation, warranty or guarantee regarding any products, services, offers or claims made by third parties in such Company Content. Any dealings between a User and a third-party advertiser or sponsor are solely between such parties, and the Company shall not be responsible or liable for any loss or damage arising from such dealings. The User shall not use any reports, templates, frameworks, scorecards, methodologies, training materials, workshop materials, analytics, dashboards, benchmarks, recommendations or other outputs generated or provided through the Services for the purpose of developing, commercialising or providing competing consulting, advisory, coaching, OKR, performance management or software services.

  1. INTELLECTUAL PROPERTY RIGHTS

    1. Ownership of Intellectual Property

The Platform, Services, documentation and all related software, source code, object code, algorithms, methodologies, frameworks, processes, workflows, templates, reports, dashboards, analytics, databases, designs, graphics, user interfaces, know-how, trade secrets, inventions, content and other materials made available by the Company, together with all modifications, enhancements, updates, upgrades, customisations and derivative works thereof (collectively, "Company IP"), are and shall remain the exclusive property of the Company and/or its licensors. Nothing in these Terms or any license Agreement transfers or assigns any ownership rights in the Company IP to any User. All rights not expressly granted under these Terms are reserved by the Company and its licensors.

  1. Limited Licence

Subject to the User's compliance with these Terms and the applicable SaaS Agreement, the Company grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence during the applicable subscription term to access and use the Platform, Services and Documentation solely for the User's internal business purposes and strictly in accordance with the rights granted under the applicable Package and SaaS Agreement. The licence granted under this Clause does not include any right to access source code, underlying architecture, trade secrets or proprietary methodologies of the Company.

  1. Proprietary Rights Notice

The Platform, Services and Company IP are protected under applicable copyright, patent, trademark, trade secret and other intellectual property laws. All trademarks, service marks, trade names, logos, brand identifiers and domain names used in connection with the Platform or Services are the property of the Company or its licensors. Except as expressly permitted by the Company in writing, no User may use, reproduce or display any such marks.

  1. Restrictions

Except as expressly permitted under these Terms or the applicable license Agreement, the User shall not, and shall not permit any third party to:

  1. copy, reproduce, modify, adapt, translate or create derivative works of any Company IP;

  2. reverse engineer, decompile, disassemble, decode or otherwise attempt to derive the source code, structure, architecture or underlying ideas of the Platform or Services;

  3. sell, resell, licence, sublicense, lease, rent, distribute, assign, transfer or commercially exploit the Platform, Services, Documentation or Company IP;

  4. remove, alter or obscure any copyright, trademark, confidentiality or proprietary rights notices;

  5. use the Platform or Services to develop, train, benchmark, test or improve any competing product, service, software, artificial intelligence model or machine learning system;

  6. use robots, crawlers, scrapers, automated tools or similar technologies to access, extract or collect information from the Platform;

  7. frame, mirror, replicate or otherwise reproduce any portion of the Platform;

  8. circumvent, disable or interfere with any security, access-control, licence-management or technological protection measures implemented by the Company; or

  9. use the Platform, Services or Company IP other than for their intended purpose.

    1. Customer Data

As between the parties, the User retains all right, title and interest in and to User’s data (“User Data”) uploaded to or stored on the Platform by or on behalf of the User. The User grants the Company a worldwide, non-exclusive, royalty-free licence during the subscription term to host, process, store, transmit, copy, display and otherwise use User Data solely to provide, maintain, support, secure and improve the Services and as otherwise permitted under these Terms, the Privacy Policy and applicable law.

  1. Usage Data and Aggregated Analytics

The Company may collect, generate and use technical logs, telemetry data, usage statistics, performance metrics, operational data, diagnostic information and other information relating to the use, performance and operation of the Platform and Services ("Usage Data"). The Company shall own all right, title and interest in and to such Usage Data and may use, aggregate, anonymise, analyse, modify and exploit such Usage Data for its legitimate business purposes, including improving, developing, supporting, securing and marketing its products and services, provided that such Usage Data does not identify the User or any individual.

  1. Feedback

If the User or any Authorised User provides suggestions, enhancement requests, recommendations, ideas, corrections, feedback or other input relating to the Platform or Services ("Feedback"), the User hereby assigns, and shall procure that the relevant Authorised User assigns, all right, title and interest in such Feedback to the Company. The Company shall be free to use, disclose, reproduce, modify, commercialise and otherwise exploit such Feedback without restriction, acknowledgement or compensation.

  1. Consulting Deliverables and Methodologies

To the extent the Services include consulting, advisory, coaching, implementation, training or professional services, all methodologies, frameworks, know-how, templates, models, workshop materials, training materials, processes, tools, techniques and pre-existing intellectual property utilised or developed by the Company in connection with such services shall remain the exclusive property of the Company. Subject to payment of all applicable Fees, the User shall receive a limited licence to internally use any deliverables expressly identified as deliverables in the applicable license Agreement or statement of work, solely for its internal business purposes. Nothing in these Terms shall be construed as assigning or transferring ownership of the Company's underlying methodologies, frameworks or know-how to the User.

  1. Unauthorised Use

Any use of the Platform, Services, Documentation or Company IP other than as expressly authorised under these Terms shall constitute a material breach of these Terms and may result in suspension or termination of access to the Services, without prejudice to any other rights or remedies available to the Company. The User shall promptly notify the Company upon becoming aware of any actual or suspected unauthorised use, infringement or misappropriation of the Company IP and shall reasonably cooperate with the Company in connection with any enforcement action.

  1. DISCLAIMERS

    1. EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE SAAS AGREEMENT, THE PLATFORM, SERVICES, DOCUMENTATION, CONTENT, COMPANY IP, AND ANY THIRD-PARTY SERVICES OR CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, SATISFACTORY QUALITY OR QUIET ENJOYMENT.

    2. THE COMPANY DOES NOT WARRANT OR REPRESENT THAT: (A) THE PLATFORM OR SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM HARMFUL COMPONENTS; (B) THE PLATFORM OR SERVICES WILL ALWAYS BE AVAILABLE OR ACCESSIBLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS, ERRORS OR VULNERABILITIES WILL BE IDENTIFIED OR CORRECTED; (D) THE PLATFORM OR SERVICES WILL MEET THE USER'S REQUIREMENTS, EXPECTATIONS OR BUSINESS OBJECTIVES; OR (E) THE RESULTS, OUTPUTS, ANALYTICS, REPORTS, RECOMMENDATIONS OR INFORMATION GENERATED THROUGH THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

    3. No Professional, Business or Outcome Guarantee

The Company provides software tools, consulting services, implementation support, coaching, analytics and related services to assist Users in managing objectives, performance, planning and organisational processes. The Company does not guarantee any specific business outcome, operational improvement, productivity enhancement, revenue increase, employee performance improvement, OKR achievement, strategic success or other commercial result arising from the use of the Platform or Services. All decisions taken by a User based on information, reports, analytics, recommendations or outputs generated through the Services shall remain the sole responsibility of the User.

  1. Third-Party Services

If mutually agreed between the parties, the Platform may integrate with or provide access to third-party applications, software, services, websites, content or data sources. The Company does not control and is not responsible for the availability, accuracy, functionality, security, legality or performance of any third-party services. Use of any third-party service shall be at the User's sole risk and subject to the applicable third-party terms and conditions.

  1. User Data

The Company does not monitor, verify, validate or guarantee the accuracy, completeness, legality or quality of any User Data uploaded to the Platform. The User remains solely responsible for all User Data submitted to, stored on or processed through the Platform and/or related Services. To the maximum extent permitted by applicable law, the Company disclaims all liability arising from any User Data or third-party content, including any loss, corruption, deletion, unauthorised disclosure, misuse or inaccessibility thereof.

  1. Account Security and Internet Risks

The User acknowledges that use of the internet and cloud-based services involves inherent risks, including risks relating to security breaches, cyberattacks, unauthorised access, system failures, service interruptions and data loss. The Company shall not be responsible for any loss, damage or liability arising from: (a) unauthorised access to a User's account resulting from the User's failure to safeguard account credentials; (b) failures of telecommunications systems, internet service providers, hosting providers or third-party infrastructure; (c) viruses, malware or other harmful code introduced by third parties; or (d) any event beyond the Company's reasonable control.

  1. Maintenance and Service Interruptions

The Company may temporarily suspend access to all or part of the Platform for maintenance, upgrades, repairs, security measures or operational reasons. The Company shall not be liable for any interruption, delay, downtime, unavailability or degradation of the Services arising from such activities or from circumstances beyond its reasonable control.

  1. Reliance on Information

Any information, materials, content, reports, recommendations, insights or communications made available through the Platform are provided for general informational purposes only. No oral or written information or advice provided by the Company, its personnel or representatives shall create any warranty or representation not expressly set out in these Terms or the applicable SaaS Agreement. The Services are intended as decision-support and organisational management tools and are not intended to replace independent business, legal, financial, tax, human resources, accounting or professional advice

  1. INDEMNITY & LIMITATION OF LIABILITY

    1. User Indemnity

The User shall indemnify, defend and hold harmless the Company, its affiliates, licensors, service providers, subcontractors and their respective directors, officers, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable attorneys' fees, legal costs and expenses) arising out of or relating to:

  1. the User's or any Authorised User's breach of these Terms, the applicable license Agreement or any other agreement entered into with the Company;

  2. the User's or any Authorised User's access to or use of the Platform or Services in violation of applicable law;

  3. any User Data, information, materials or data uploaded, submitted, stored, processed or transmitted by or on behalf of the User through the Platform;

  4. any allegation that the User Data or materials provided by the User infringe, misappropriate or otherwise violate the intellectual property rights, privacy rights, contractual rights or other rights of any third party;

  5. any fraud, negligence, wilful misconduct or unlawful act or omission of the User or any Authorised User;

  6. the User's violation of any applicable law, regulation, governmental order or industry requirement; or

  7. any claim, demand or dispute between the User and any third party arising from or relating to the User's use of the Platform or Services.

    1. Indemnity Procedure

The Company shall provide the User with reasonably prompt notice of any claim for which indemnification is sought, provided that any failure or delay in providing such notice shall not relieve the User of its indemnification obligations except to the extent the User is materially prejudiced thereby. The User shall assume control of the defence and settlement of the relevant claim using counsel reasonably acceptable to the Company. Notwithstanding the foregoing: (a) the Company may participate in the defence at its own expense; (b) the User shall not settle any claim in a manner that admits fault on the part of, imposes liability upon, or adversely affects the rights or interests of any Indemnified Party without the Company's prior written consent; and (c) the Company may assume control of the defence at the User's expense if the User fails to diligently defend the claim.

  1. Survival

The indemnification obligations set out in this Clause shall survive the suspension, expiry or termination of these Terms, the applicable SaaS Agreement and the User's access to the Platform or Services.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, ANTICIPATED SAVINGS, REPUTATION OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS OR ANY APPLICABLE SAAS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT liability OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES AND AGENTS ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS OR ANY APPLICABLE SAAS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE RELEVANT SUBSCRIBER TO THE COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE [TWELVE (12) MONTH] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. TERM

    1. The Terms will continue to apply until terminated by either you or us as set forth below.

    2. You agree that the Company, in its sole discretion and without prior notice, may terminate your access to the Platform and block your future access to the Platform or any of its Services, if we determine that you have violated these Terms or any other license Agreement(s). You also agree that any violation by you of the license Agreement(s) will cause irreparable harm to us, and monetary damages may be inadequate, and the User acknowledges that any actual or threatened breach of the intellectual property, confidentiality or licence restrictions contained in these Terms may cause irreparable harm to the Company for which monetary damages may be an inadequate remedy, and the Company shall be entitled to seek injunctive, equitable or other appropriate relief. These remedies are in addition to any other remedies we may have at law or in equity.

    3. In addition to clause 10.2 above, we may, at any time, with or without notice, terminate or suspend all or a portion of your account or access to the Services with or without reason and without any liability to us, specifically in the event of the following:

  1. It is required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful), or upon request by any law enforcement or other government agencies;

  2. The provision of the Services to you is, in our opinion, no longer commercially viable;

  3. We have elected to discontinue, with or without reason, access to the Platform, the Services (or any part thereof);

  4. Materially breach any provision of these Terms;

  5. Provide inaccurate, fraudulent outdated or incomplete information while interacting with the features and functionalities on the Platform or with the Company;

  6. Violate any Applicable Laws or any rights connected thereto or arising therefrom; or

  7. Engage in any activity requiring the Company, in good faith, to terminate these Terms in order to protect the safety, security or property of other Users, the Company itself or third parties, including for the sake of fraud prevention, risk mitigation, investigations, inspections or inquiries.

    1. Except as may be set forth in any additional terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Platform or with respect to the Services; (ii) disabling access to the account information, including your personal information, log-in ID and password, and all related information, files and materials associated with or inside your account (or any part thereof), and any User content uploaded by You; and (iii) prohibiting further use of the Services.

    2. You agree that all termination shall be made in our sole discretion and that we shall not be liable to You or any third party for any termination, or your access to the Platform and the Services offered thereunder.

    3. Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Platform under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such User shall no longer have access to data, messages, files and other material kept on the Platform or Services by such User. Notwithstanding any termination of the User’s account, the User retains the right to request erasure of their Personal Data in accordance with the Privacy Policy and the Digital Personal Data Protection Act, 2023, subject to any legal retention obligations applicable to the Company.

    4. Notwithstanding the foregoing, such terms of the SaaS Agreement as are meant to survive termination / expiry of the SaaS Agreement, will survive unless and until we chooses to terminate them. In the event of any conflict between these Terms and the applicable SaaS Agreement, the SaaS Agreement shall prevail.

  1. GOVERNING LAW AND JURISDICTION

    1. Governing Law

These Terms, the Platform, the Services and any dispute, claim or controversy arising out of or relating to these Terms, the applicable license Agreement or the relationship between the User and the Company shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

  1. Jurisdiction

Subject to any dispute resolution procedure expressly set out in the applicable SaaS Agreement, the courts located in Bengaluru, Karnataka, India shall have exclusive jurisdiction over any dispute, claim or proceeding arising out of or relating to these Terms, the Platform, the Services or the relationship between the User and the Company. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on venue or forum non conveniens. For the avoidance of doubt, where a Subscriber has entered into a SaaS Agreement containing a dispute resolution mechanism, arbitration provision or jurisdiction clause, the provisions of such SaaS Agreement shall prevail to the extent of any inconsistency with this Clause.

  1. GENERAL PROVISIONS

    1. Notices: Except as otherwise expressly provided in these Terms, the Company may provide notices, disclosures and other communications to the User by email, through the Platform, through account notifications or by any other electronic means permitted under applicable law. The User shall be responsible for maintaining current and accurate contact information and shall be deemed to have received any communication sent to the contact details associated with its account. Any notice required to be provided by the User to the Company shall be sent to the contact details specified by the Company from time to time or through such other communication channels as may be made available through the Platform.

    2. Grievance Redressal: Users may report concerns, complaints or grievances relating to the Platform, Services or these Terms to the Company's Grievance Officer whose using the details below:

Name: Dr. Deepa Nagarajan
Designation: Founder CEO
Email: deepa(at)lignx(dot)com
Working Hours: 10 AM to 6 PM IST

The Company shall endeavour to acknowledge grievances within forty-eight (48) business hours of receipt and resolve such grievances within the timelines prescribed under applicable law.

  1. Assignment: The User may not assign, transfer, novate, delegate or otherwise dispose of any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under these Terms, in whole or in part, without the User's consent, including in connection with a merger, acquisition, corporate restructuring, business transfer, sale of assets or similar transaction. Any purported assignment by the User in violation of this Clause shall be void.

  2. Severability: If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or competent authority, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

  3. Waiver: No failure or delay by either party in exercising any right, power or remedy under these Terms shall operate as a waiver of that right, power or remedy. Any waiver shall be effective only if made in writing and signed by an authorised representative of the party granting such waiver.

  4. Independent Contractors: The relationship between the Company and the User is that of independent contracting parties. Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency, employment, fiduciary or franchise relationship between the parties.

  5. Force Majeure: The Company shall not be liable for any failure, interruption, delay or deficiency in the performance of its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, labour disputes, strikes, internet or telecommunications failures, cyberattacks, denial-of-service attacks, utility failures, governmental actions, changes in law, war, terrorism, civil unrest or other similar events ("Force Majeure Event"). The Company's obligations affected by a Force Majeure Event shall be suspended for the duration of such event and the Company shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

  6. Data Retention and Deletion: The collection, use, retention, deletion and processing of Personal Data shall be governed by the Privacy Policy and applicable data protection laws. The Company may retain, archive, anonymise or delete Personal Data and Customer Data in accordance with its Privacy Policy, legal obligations, internal retention policies and legitimate business requirements.

  7. Entire Agreement: These Terms, together with the Privacy Policy, the applicable SaaS Agreement, Order Form, Statement of Work and any other documents expressly incorporated by reference, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous discussions, representations and agreements relating thereto.

  8. Order of Precedence: In the event of any conflict between the documents forming the Agreement, the following order of precedence shall apply: (a) the applicable license Agreement or Subscription Agreement; (b) the applicable Order Form or Statement of Work; (c) these Terms; and (d) the Privacy Policy. To the extent of any inconsistency, the higher-ranking document shall prevail.

  9. No Third-Party Beneficiaries: Except as expressly provided in these Terms, no person other than the parties to these Terms shall have any right to enforce any provision of these Terms.

  10. Cumulative Remedies: Except where expressly stated otherwise, all rights and remedies available to the Company under these Terms are cumulative and are in addition to any rights or remedies available under applicable law.