1. Grant of License

1.1. Subscription-Based License: Subject to the terms of this Agreement and timely payment of prescribed subscription fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Software solely for Licensee's internal business operations.

1.2. Multi-Store and Multi-Counter Usage: The license scope (number of physical terminals, branches, retail outlets, or concurrent active users) is governed by the specific tier or plan opted for by Licensee. Operation beyond licensed limits constitutes a material breach.

1.3. Evaluation and Demo Sandboxes: Any access granted to live sandbox environments (including temporary demo accounts such as demo001) is strictly for evaluation purposes. Sandbox data is volatile, subject to periodic automated wipes without prior notice, and carries no warranty or data recovery rights.

2. Restrictions on Use

Licensee explicitly covenants that it shall not, directly or indirectly:

• Decompile, reverse engineer, disassemble, decrypt, or attempt to derive the source code, database architecture, or underlying algorithms of the Software.
• Modify, adapt, translate, rent, lease, loan, sell, resell, distribute, sublicense, or create derivative works based upon the Software.
• Bypass, defeat, disable, or tamper with any digital rights management (DRM), licensing keys, tenant isolation boundaries, hardware lock mechanisms, or web application firewalls.
• Utilize automated bots, web scrapers, or scripts to inject malicious payloads, probe vulnerabilities, or overload server infrastructure.
• Use the Software for any unlawful activity under Indian laws, including tax evasion, generating fraudulent GST invoices, or violating commercial trade regulations.

3. Customer Data & Tenant Privacy

3.1. Data Ownership: Licensee retains exclusive proprietary rights, title, and ownership in and to all business data, inventory catalogs, GST tax invoices, customer databases, and financial ledger transactions inputted into the Software ("Customer Data").

3.2. Multi-Tenant Database Isolation: Licensor maintains isolated tenant database partitions to ensure confidentiality. Licensor shall not access, sell, or disclose Customer Data to any third party except:

• When strictly necessary for technical diagnostics, maintenance, or disaster recovery requested by Licensee.
• Under lawful orders issued by statutory law enforcement agencies, tax authorities, or competent courts within the Republic of India.

3.3. Offline Sync & Backup Responsibility: While the Software provides automated cloud backup mechanisms and offline terminal caching, Licensee remains responsible for maintaining regular local off-site exports of its operational and ledger books as mandated under the Central Goods and Services Tax (CGST) Act, 2017.

4. Intellectual Property Rights

4.1. Licensor Ownership: The Software, including all copyrights, source code, compiled binaries, database schema designs, trademarks, logos, visual interfaces, documentation, and cloud architecture, is the sole and exclusive intellectual property of the Licensor, protected under the Indian Copyright Act, 1957, the Trade Marks Act, 1999, and international intellectual property treaties.

4.2. No Transfer of IP: Nothing contained in this Agreement transfers any intellectual property rights or ownership of code to Licensee.

5. Subscription Fees, Invoicing & Taxes

5.1. Billing & Renewals: Licensee agrees to pay the recurring subscription, implementation, or customization charges in accordance with the selected pricing tier. License keys are provisioned or renewed upon receipt of advance clearance.

5.2. Statutory Taxes: All subscription fees are exclusive of applicable Indian taxes. Goods and Services Tax (GST) at prevailing statutory rates (CGST + SGST or IGST) shall be charged additionally and reflected on tax invoices generated by Licensor.

5.3. Non-Refundable: Unless explicitly agreed upon in a written Service Level Agreement (SLA), subscription charges, setup costs, and annual maintenance fees paid are non-refundable once the activation key or cloud credentials have been issued.

6. Disclaimer of Warranties

6.1. "AS IS" Provision: The Software and associated cloud services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, statutory, or implied.

6.2. Statutory Tax Calculations: While the Software incorporates standardized GST calculation formulas, HSN/SAC lookups, and tax slab engines, Licensee acknowledges that it holds ultimate regulatory responsibility for auditing and verifying its tax filings, GSTR reports, and inventory valuations. Licensor does not guarantee that Software calculations will fulfill all dynamic statutory auditing requirements without certified accountant oversight.

7. Limitation of Liability

To the maximum extent permitted by applicable Indian law:

• Licensor, its founders, directors, employees, or affiliates shall not be liable for any indirect, incidental, punitive, consequential, or special damages, including loss of business profits, revenue, data corruption, hardware failure, disruption of retail counter operations, or penalties levied by tax authorities.
• Licensor’s aggregate total liability arising under or relating to this Agreement, whether in contract, tort, or otherwise, shall be strictly capped at the total subscription fee actually received by Licensor from Licensee in the three (3) calendar months immediately preceding the event giving rise to the claim.

8. Data Protection & Cybersecurity

8.1. Information Technology Act Compliance: Both parties agree to abide by the provisions of the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection (DPDP) Act.

8.2. Security Controls: Licensor deploys server-side firewalls, request filtering, and secure socket layer (SSL) encryption to safeguard transactional transit. Licensee is solely responsible for maintaining strict secrecy of login credentials, firm codes, counter operator passwords, and user access levels.

9. Term, Suspension & Termination

9.1. Term: This Agreement remains in full legal effect until the expiration of the paid subscription cycle or termination by either party.

9.2. Suspension / Termination for Cause: Licensor reserves the right to immediately suspend license keys or terminate access without notice if Licensee fails to clear dues within the grace period, engages in unauthorized tampering/reverse engineering, or violates applicable statutory laws.

9.3. Data Retrieval on Termination: Following non-renewal or formal termination, Licensee shall have a grace period of fifteen (15) calendar days to request a dump or export of its raw transactional database. Thereafter, Licensor reserves the right to decommission the tenant partition and permanently purge stored records from active server instances.

10. Governing Law, Dispute Resolution & Jurisdiction

10.1. Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India.

10.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled amicably between the parties. Failing amicable resolution within thirty (30) days, the dispute shall be referred to and finally resolved by a sole arbitrator appointed mutually by the parties under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be in India, and the proceedings shall be conducted in English.

10.3. Court Jurisdiction: Subject to arbitration, the courts having territorial jurisdiction over the registered office of the Licensor shall have exclusive legal jurisdiction over all matters arising out of this Agreement.