Terms of Services

Introduction

FutureIK Technologies specializes in the development and implementation of cutting-edge interactive enterprise solutions, with expertise in the digital signage industry. Our offerings include custom software development, hardware integration, and innovative solutions designed to empower businesses. This Terms of Service Agreement outlines the terms and conditions under which we provide our Services.

This Agreement applies to all Services provided by FutureIK Technologies, including Asta and any future products or Services we offer. We have made every effort to ensure that the terms are presented in clear and straightforward language, so you can easily understand your rights and responsibilities.

Definitions

To make things clear, here are some important terms you’ll see in this Agreement and what they mean:

• 1. Affiliate: This means any company or entity that is connected to a party (either you or us) by owning more than half of the voting rights or shares. In other words, if a company controls, is controlled by, or is under common control with another company, they are considered Affiliates.
• 2. FutureIK Technologies: This means any company or entity that is connected to a party (either you or us) by owning more than half of the voting rights or shares.
• 3. Services: These are the digital Services we provide to you, specifically our hosted, internet-accessible digital signage management solution called Asta.
• 4. Subscription Term: This is the period during which you have the right to use our Services.
  • Paid Subscription Plan:If you choose a paid plan, the Subscription Term is the period specified in your Order (the document or quote you accept when purchasing the Services). During this time, you agree to pay for access to the Services.
  • Standard Free Plan:Your free plan subscription term will be determined at our discretion, and we reserve the right to terminate or remove access at any time without prior notice. By default, we offer a 14-day free trial. If you need an extension or additional access, please reach out to us at support@futureik.com
• 5. Authorized User: This refers to any person you allow to use the Services under your account. This could be your employees, contractors, agents, or anyone else you authorize. You are responsible for ensuring that your Authorized Users comply with this Agreement.
• 6. Software: This is the Asta software provided by us, including any updates or new versions we release. It operates on devices to deliver our Services.
• 7. Documentation: These are all the user guides, online help materials, training materials, and any other documents we provide to help you use the Services effectively.
• 8. Registered Device: This is the hardware device (Mini PC or Media Player) that runs our Software and is registered to your account according to your subscription plan. Each Registered Device is intended to be connected to one display screen and requires its own subscription.
  • Registered Player:This term is synonymous with Registered Device. Both refer to the devices you register to use with our Services.
• 9. Intellectual Property: This includes all the legal rights associated with creative works and inventions. It covers things like trademarks, trade names, service marks, copyrights, patents, designs, trade secrets, and know-how. Essentially, it's the ownership of ideas and creations.
• 10. Order: This is the document or quote that you accept when purchasing Services from us. It specifies the details of what you're buying.

Detailed Terms and Conditions

Article 1 – Grant of License

What we are granting you: We are giving you a limited, non-exclusive, and non-transferable right to access and use our Services during the Subscription Term. This means.

• Limited: Your use is limited to what is specified in this Agreement.
• Non-exclusive: We can grant similar rights to other customers.
• Non-transferable: You cannot transfer these rights to someone else without our permission.

Purpose of the License: You can use the Services solely for your internal business operations. This means you can use it within your organization for your business needs, but you cannot use it for unauthorized purposes.

Scope of Use: Your use is limited to the number of Registered Devices you have subscribed to. If you've paid for subscriptions for five devices, you can only use the Services with those five devices.

Article 2 – Registered Devices Subscriptions

Subscriptions Required:

• One Subscription per Device: Each hardware device (Registered Device or Registered Player) you use with our Services requires its own subscription.

Access for Authorized Users:

• Secure Access: Authorized Users can access the Services through a secure, password-protected login to the Portal.

Usage Limits:

• Do Not Exceed: You must not exceed the number of Registered Devices you've subscribed to. If you need more devices, you must purchase additional subscriptions.

Security Responsibilities:

• Protect Credentials: Each Authorized User must keep their login details confidential. Do not share passwords.
• No Shared Logins: Multiple people cannot use the same login credentials. Each user should have their own login.

Audit Rights:

• Compliance Checks: We may ask to audit your use of the Services to ensure you're complying with this Agreement and not exceeding your subscription limits.
• Cooperation: You agree to cooperate with any reasonable audit requests.

Device Responsibility:

• Customer-Provided Devices: : If you're using your own devices, you're responsible for choosing hardware that's compatible with our Services and ensuring they're used properly.
• Devices Supplied by FutureIK:

Warranty:Physical devices come with a warranty based on the terms agreed upon when you purchased them. If the device malfunctions within the warranty period, we will provide Services as specified in the warranty.

Article 3 – Restrictions

1. Do Not Modify or Create Derivative Works

You are prohibited from altering, modifying, or building upon our Software or Services in any manner. This includes:

• Modifying the Software's Code: You must not make any changes to the Software’s underlying codebase, including adding, removing, or adjusting any part of the code. Activities such as reverse engineering, debugging, decompiling, or attempting to alter how the Software operates are strictly forbidden. These actions compromise the Software’s functionality, stability, and security.

• Translating the Software into Another Language: You are not permitted to reproduce the Software in another programming language, natural language, or any other format. This prevents unauthorized versions, adaptations, or forks that could interfere with the original Software.

• Creating Derivative Works: You must not develop new software, products, or tools based on our Software. A derivative work includes any adaptation, modification, or enhancement that uses our Software as a foundation. For example, extracting components of the Software to integrate them into a new product or platform is strictly prohibited.

2. Do Not Reverse Engineer

You are not allowed to attempt to uncover the underlying source code, design, or structure of our Software. This restriction includes:

• Disassembling the Software: You may not break down the Software’s executable code into assembly language or any human-readable format. Disassembling aims to analyze the Software’s compiled code, which is strictly prohibited.

• Decompiling the Software: Decompiling involves converting machine code or executable files back into a format resembling the original source code. This process exposes proprietary logic, algorithms, and technical implementation, which you are not permitted to access.
• Reverse Engineering: Any attempt to study, analyze, or replicate the Software’s functionality, structure, or behavior through disassembly, decompiling, or other methods is forbidden. This restriction ensures that the Software cannot be duplicated or reverse-engineered for any purpose.

3. Do Not Merge or Bundle Without Consent

You are not allowed to combine our Software with other software, Services, or products without written approval. This includes:

• Combining with Other Software: You may not break down the Software’s executable code into assembly language or any human-readable format. Disassembling aims to analyze the Software’s compiled code, which is strictly prohibited.

• Bundling with Other Products: You cannot include our Software within a package, product suite, or hardware offering. For instance, bundling it with third-party applications or devices for resale or distribution is not allowed
• Creating Composite or Integrated Products: You must not incorporate our Software into products that modify, extend, or rely on its functionality. This restriction applies whether the combination is for personal, internal, or commercial use.
• Distribution as Part of a Package: You are prohibited from distributing or embedding our Software within another solution, including pre-installing it on hardware devices, making it part of a product offering, or hosting it for access by others.

4. Do Not Resell or Distribute Without Consent

You must not sell, lease, license, or distribute our Services to third parties without our explicit written approval. This includes:

• Reselling the Services: You cannot sell or offer our Services for purchase as a standalone product or as part of another offering, either directly or indirectly.

• Leasing or Licensing: You are not allowed to grant temporary or permanent access to our Services to third parties. This includes scenarios where you might lease, sublicense, or share usage rights for financial compensation or any other benefit
• Distributing the Services: You cannot share, upload, or distribute our Services via any platform, server, or third-party repository. Sharing access credentials or embedding the Services in external tools or solutions is strictly prohibited.
• Making Services Publicly Accessible: You may not host or provide access to our Services through any shared environment, cloud-based platform, or public medium.
• Third-Party Usage: Enabling or allowing unauthorized third parties to use our Services is forbidden. If consent is granted, all parties must comply with our Terms of Service, Privacy Policy, and Data Processing Addendum.

5. Do Not Copy Design Elements

You must not copy, replicate, or reuse any design elements of our website, including:

• HTML/CSS Code: You are not permitted to extract, duplicate, or reuse the website’s HTML and CSS, which define its structure and style.

• JavaScript Code: You cannot copy or replicate the website’s JavaScript, which enables dynamic and interactive functionalities.
• Visual Components: Elements such as color schemes, typography, icons, buttons, layouts, animations, and graphics are part of the website’s protected design and cannot be recreated or adapted
• User Interface (UI) Layouts: The structure of the website, including headers, navigation bars, content layouts, and page designs, cannot be copied or mimicked in any format
• Custom Animations and Patterns: : Unique animations, visual patterns, and design concepts that contribute to the user experience must not be recreated or used elsewhere.

6. Do Not Transmit Harmful Material

You are strictly prohibited from uploading, sharing, or transmitting any harmful material through our Services. This includes:

• Viruses, malware, or other malicious software.
• Illegal, harmful, or infringing content.
• Defamatory, offensive, or inappropriate material.

Uploading such material compromises the integrity of our Services and poses risks to users.

7. Use the Services Only as Described

You are required to use the Services strictly as described in this Agreement. Unauthorized commercial or improper use of the Services is not allowed.

This includes ensuring the Services are used within their defined scope, intended purpose, and functionality.

8. Consequences of Violation

If you engage in any prohibited activities outlined above, we reserve the right to

• Suspend or terminate your access to the Services.
• Take any necessary legal action to enforce these restrictions and protect our rights.

Such measures are critical to maintaining the integrity, security, and proper usage of our Services.

Article 4 – Export Controls

1. Compliance with Laws

The Services provided are subject to Indian export control laws and regulations. These laws govern the export, re-export, trasfer, and use of goods, technologies, and Services from India to other countries. Indian export control regulations are designed to ensure that products and Services are not transferred to unauthorized entites or regions.

2. Your Responsbilities

• Follow Export Laws: You are required to fully comply wth all export and export and re-export control laws and applicable under Indian regulations. Specifically, you must adhere to the laws admnistered by the Directorate General of Foregn Trade(DGFT) under the Mnistry of Commerce and Industry. These laws dictate where and how products or Services can be exported to transferred, and you must act within these legal frameworks.
• No Unauthorized transfers: You must not, directly or indrectly, export, re-export, transfer, or divert the Services to any country, person , or entity prohibited under Indian Laws.
  Unauthorized transfers include:
  • Sending the Services to restricted or sanctioned countries.
  • Providing access to restricted individuals or entities.
  • Diverting the Services for unintended purposes without necessary government permissions.
• Any transfer or re-export outside of permissible jurisdictions without explicit approvals from Indian regulatory authorities is strictly prohibited.

3. Assurances

• Not a Restricted Party: By Using the Services, you must confirm and warrant that:
  • You are not located in a country, region, or jurisdiction that is subject to sanctions, embargoes, or export restrictions imposed by the Indian government.
  • You are not listed as a restricted or prohibited party by DGFT, the ministry of External Affairs, or any other relevant regulatory body.

• This assurance is a mandatory condition for accessing and using the Services. If your status changes, you must immediatelycease use of the Services and notify us.

4. Survival of Clause

• Continues after Termination: This clause remains binding and enforceable even after the Agreement ends or is terminated. Your obligation to comply with export control laws and avoid unauthorized transfers will continue indefinitely beyond the lifespan of the Agreement. This ensures that legal compliance is upheld regardless of the status of your access to the Services.

Article 5 – Customer's Obligations

To ensure smooth operation and compliance, you are required to fulfill the following obligations

1. Provide Necessary Information and Assistance

You agree to supply us with any reasonable information or help required to effectively deliver the Services. This includes:

• Providing technical details about your system, environment, or setup when requested.
• Responding promptly to inquiries or requests for clarification to prevent delays in delivering the Services.
• Assisting in troubleshooting any issues that may arise, such as sharing logs, configurations, or network details where applicable

Timely and accurate information enables us to provide the best possible service. us to provide efficient, reliable, and uninterrupted service.

2. Comply with Applicable Laws

You must use the Services in full compliance with all applicable local, state, national, and international laws and regulations. This includes but is not limited to:

• Data protection laws (e.g., GDPR or local privacy laws).
• Intellectual property laws governing content, software, or media usage.
• Export controls, cybersecurity laws, and other regional regulations.

It is your responsibility to ensure that your use of the Services does not violate any laws within your jurisdiction or internationally.

3. Notify Us of Unauthorized Use

if you become aware of any unauthorized access, use, or misuse of your account or the Services, you must immediately notify us. Examples include:

• Unapproved access to your account credentials.
• Suspicious activities, such as unauthorized downloads, transfers, or account changes.
• Misuse of the Services, including unauthorized distribution or attempts to tamper with features.

Early notification allows us to investigate, migrate risks, and take corrective action to safeguard your data and the Services.

4. Designate an Account Administrator

You must assign a qualified individual within your organization to act as the Account Administrator. The Administrator's responsibilites include:

• Managing your use of the Services, including user permissions and access controls.
• Adding or removing Authorized Users as required.
• overseeing billing, subscriptions, and account settings.
• Serving as the primary point of contact between your organization and us for administrative purposes.

The designated Account Administrator ensures efficient account management and communication.

5. Manage Data and Devices

You are responsible for maintaining accurate and up-to-date information about:

• Your Registered Devices: Devices that have been authorized to use or interact with the Services.
• Your Authorized Users: Individuals who have permission to access and use the Services.

This includes promptly updating device details (e.g., replacements, updates) and user roles or access privilages. Keeping this information accurate helps maintain service functionality and security.

6. Limit Free Accounts

You are not allowed to maintain more than one account under the Standard Free Plan. This policy applies to:

• Avoiding the creation of multiple free accounts for the same individual or organization.
• Ensuring fair and appropriate use of free resources provided as part of the Services.

Any misuse or violation of this rule may result in account suspension or other corrective actions.

7. Use Compatible Hardware

You are required to ensure that any hardware devices you use in connection with the Services meet the compatibility standards specified by us. This includes:

• Devices that can properly run, integrate, or interact with the Services.
• Ensuring that hardware meets technical requirements, such as operating system versions, performance specifications, and software dependencies.

Using incompatible hardware can result in malfunctions, errors, or limited functionality.

8. Use Devices Properly

You must use Registered Devices solely for their intended purposes in connection with our Services. Examples of proper use include:

• Ensuring devices are only used to access or display content authorized under your subscription.
• Avoiding unauthorized modifications to devices that may compromise their operation or violate security protocols.
• Preventing devices from being used for unrelated or malicious purposes.

Proper use ensures that the devices operate securely, efficiently, and in alignment with the intended functionality of the Services.

Article 6 - Payment (For Paid Subscription Plans)

This section outlines your obligations and the processes related to payment for any paid subscription plans.

1. Fees and Pricing

• Request for Quote: We do not publish standard pricing information directly on our website. To obtain a quote, you are required to submit a "Request for Quote" form on our website at https://www.futureik.com.
  • In the request, you must provide relevant details, such as:
    • The number of licenses required.
    • The type of platform or configuration you intend to use.
  • Based on the information you submit, we will provide a customized quote tailored to your specific requirements.

2. Currency

• All fees are quoted and must be paid in U.S. Dollars (USD).
• This applies to all payments, invoices, and billing transactions associated with your subscription.

3. Invoices and Payment Terms

• Payment Due: You are required to pay all undisputed invoices within 30 days of receiving them. Payments made after this period may be subject to late fees or service suspension.
• Methods of Payment: Payments can be made via:
  • Wire transfer.
  • Other payment methods mutually agreed upon by you and us. This could include online payment processors or alternative banking methods.
• The payment method will be clarified in your subscription agreement or invoice.

4. Billing Information

• Provide Accurate Details: When placing an order, you must provide accurate and up-to-date billing and contact information. This includes:
  • Your organization’s billing address.
  • Contact person details (e.g., email, phone number).
  • Valid payment information.
• It is your responsibility to ensure the information remains current to avoid billing errors or disruptions.

5. Taxes

• Your Responsibility: All quoted fees are exclusive of taxes. You are responsible for paying any applicable taxes, such as:
  • Sales tax
  • Value-added tax (VAT)
  • Any other duties or governmental fees required by law.
• Taxes on our net income are excluded and remain our responsibility.

6. Non-Refundable Fees

• Policy: All fees paid for the Services are non-refundable, unless explicitly stated otherwise in writing. This applies to all subscription payments, one-time charges, and other agreed-upon fees.
  Once a payment has been processed, it cannot be reclaimed.

7. Recurring Payments

• Subscription Billing Date: The billing date is defined as the date you purchase your subscription. This date marks the beginning of your billing cycle, and subsequent billing will follow the same schedule (e.g., monthly or annually).
• Renewal:
  • At the end of each subscription term, your subscription will automatically renew upon successful payment.
  • If payment is not received for the renewal term, your access to the Services will be suspended until the outstanding payment is made, and the renewal is completed.

8. Cancellation

• How to Cancel: You can cancel your subscription at any time through:
  • The customer Portal (self-service option).
  • By sending a cancellation request to support@futureik.com
• Once cancellation is processed, the subscription will not renew for the next billing cycle, and your access will continue until the current term ends.

9. Payment Authorization

• Consent: By purchasing a subscription plan, you give explicit authorization for us or our third-party payment processor to charge your selected payment method (e.g., credit card, bank account) for all applicable fees.
  • This includes initial payments, recurring subscription fees, and any applicable taxes.
  • You must ensure that the payment method remains valid and has sufficient funds to complete the transaction.

Article 7 - Ownership of Intellectual Property

This section outlines the ownership and usage rights of all intellectual property associated with our Software, Portal, Services, and related materials.

1. FutureIK's Rights

We retain full ownership of all rights, titles, and interests in and to the following:

• The Software, including its code, features, structure, and functionality.
• The Portal (user interface or platform through which the Services are accessed).
• The Services, including the digital solutions, tools, systems, or functionality provided to you.
• Any related materials, such as user manuals, documentation, technical resources, marketing content, or other collateral.
• Any updates, enhancements, or improvements made to the Software, Portal, or Services over time.

By accessing and using these Services, you are granted a limited, non-exclusive license for use under the terms of this Agreement. However, you do not acquire any ownership rights in these materials. All intellectual property rights remain solely with FutureIK.

2. No Transfer of Rights

This Agreement provides you with a license to use the Services under specified terms but does not transfer ownership of any intellectual property to you. Key points include:

• You may use the Services as outlined in the Agreement, but this usage does not grant any right to copy, modify, sublicense, or claim ownership.
• The intellectual property, including designs, concepts, branding, and functionality, remains the exclusive property of FutureIK.
• Any attempt to claim, copy, or redistribute the intellectual property outside the scope of the Agreement is strictly prohibited.

Your access to the Services is solely for your permitted use and does not alter our ownership rights in any way.

3. Feedback

If you provide us with feedback, such as suggestions, ideas, or comments regarding the Services, we reserve the right to use this feedback without any obligation to you. Key considerations include:

• Feedback can include suggestions for improvements, new features, usability insights, or other comments about our Software or Services.
• By submitting feedback, you grant us the right to use, implement, modify, or incorporate these ideas into our Services without requiring compensation, acknowledgment, or further permission.
• This ensures we can improve, enhance, or refine our Services efficiently while maintaining full ownership of the resulting updates or improvements.

Feedback remains voluntary but is valuable for the continuous growth of the Services.

4. Third-Party Claims

If you become aware of any claims or allegations that our Services infringe on a third party's intellectual property rights, you must:

• Notify us promptly: You are required to inform us immediately upon discovering such claims.
• Provide relevant details: Include any information you have about the claim, such as the source, description, or communication you received.

This allows us to investigate and address potential third-party intellectual property disputes in a timely and effective manner.

Article 8 - Customer Content and Privacy

This section outlines how Customer Content is handled and establishes the responsibilities and assurances related to data protection and privacy.

8.1 Customer Content

Ownership

You retain full ownership and rights to any content you upload to our Services, referred to as "Customer Content". Examples of Customer Content include:

• Images, videos, and graphics that you upload for use in digital signage.
• Text-based content, such as messages, descriptions, or announcements.
• Any other forms of media, files, or assets that you choose to use with the Services.

Uploading content to the Services does not transfer its ownership to FutureIK; it remains entirely yours.

License to FutureIK

By uploading Customer Content, you grant FutureIK a limited license to handle the content in order to operate, deliver, and improve the Services. Key aspects of this license include:

• Permission to Use: We are allowed to use, host, store, display, and transmit your Customer Content, but only to the extent necessary to provide the Services effectively.
• Scope of License:
  • The license is worldwide, meaning it applies across all locations.
  • It is non-exclusive, meaning you can still grant similar licenses to others.
  • It is royalty-free, meaning you do not need to pay us for the use of your content.
• Purpose: This license enables essential functions such as hosting content on servers, displaying it on devices, and storing it securely to support your use of the Services.

Compliance

• Your Assurance: By uploading Customer Content, you confirm that:
  • You own the rights to the content or have obtained all necessary permissions from relevant parties.
  • The content does not infringe upon third-party copyrights, trademarks, privacy rights, or any other legal rights.
  • The content complies with all applicable laws and regulations.
• Your Responsibility: If you upload content that you do not own, do not have permission to use, or that violates laws (e.g., illegal, harmful, defamatory, or infringing content), you will be held accountable for any resulting consequences, including legal claims or damages.

Privacy Assurance

• Our Commitment: FutureIK will handle Customer Content in accordance with relevant data protection laws and our Privacy Policy. We take measures to ensure your content is handled securely and responsibly.
• Privacy PolicyYou can review our Privacy Policy at https://www.futureik.com/privacy-policy/. The Privacy Policy outlines in detail how we collect, store, process, and safeguard data associated with your Customer Content.

8.2 Data Protection and Privacy

Compliance with Laws

• FutureIK complies with all applicable data protection laws and regulations in India, including:
  • The Information Technology Act, 2000, which governs the protection of sensitive personal data.
  • The Consumer Protection Act, 2019, which ensures fair and lawful treatment of consumer data.

This establishes our legal obligation to protect personal data shared by you.

Data Processing

• Details in DPA: The processing, handling, and storage of personal data are outlined in our Data Processing Addendum (DPA).
  • The DPA explains our responsibilities as a data processor and the steps we take to ensure personal data is managed securely and in compliance with applicable laws.
• Access to DPA: You can review our DPA at https://www.futureik.com/dpa.

Personal Data

• Processing Under Instructions: We process any personal data you provide based on your documented instructions, as outlined in the DPA. This means:
  • We will not use personal data for any unauthorized purposes.
  • We strictly adhere to the instructions you provide for how the data is handled, ensuring transparency and control over its use.

Privacy Policy

• By accessing and using our Services, you acknowledge and accept the terms outlined in our Privacy Policy. This ensures that you are aware of how your data, including Customer Content and personal information, is managed.

Marketing Communications

• Retention of Contact Information: We may retain basic contact details, such as your email address, for the purpose of sending relevant marketing communications about updates, offers, and product improvements.
• Opt-Out: You have the option to opt out of receiving marketing communications at any time. This can be done by following the opt-out instructions in our communications or contacting us directly.

Article 9 - Third-Party Terms

This section details how third-party services and software components interact with our Services and your responsibilities when using them.

9.1 Third-Party Services and Links

Integration with Third-Party Services

Our Services may include features, tools, or integrations that allow you to connect to or export data to third-party services. Examples of such integrations include:

• Connecting with social media platforms to share or display content.
• Exporting or syncing data with third-party tools or applications.
• Integrating third-party APIs to enhance functionality or enable certain features within the Services.

These tools are designed to extend the usability of our Services by interacting with external platforms or applications that you may already use.

No Control Over Third Parties

While our Services may provide access to third-party services or links to external websites, it is important to note that:

• We do not own, operate, or control any third-party services or websites you access through our platform.
• We are not responsible for the availability, performance, accuracy, or content of third-party tools, applications, or websites.
• If issues arise from your use of third-party services—such as data breaches, service failures, or inaccuracies—these matters are between you and the third-party provider.

For example, if you connect our Services to a social media platform, any issues or changes with that platform are beyond our control.

Your Responsibility

When using any third-party service, you are responsible for conducting due diligence to understand the risks and obligations involved. Specifically:

• You must review and agree to the terms of service and privacy policies of any third-party platforms or applications you connect with.
• It is your responsibility to ensure these services meet your standards for security, privacy, and compliance.

By using third-party services in conjunction with our Services, you acknowledge and accept any associated risks.

9.2 Third-Party Software Components

Inclusion of Third-Party Components

Our Services may include certain software components developed and provided by third parties. For instance:

• Open-source libraries or frameworks integrated into the Software.
• Licensed third-party tools used to deliver specific functionalities within the Services.

These third-party components may be subject to their own licensing terms and usage conditions.

Licenses

Your use of third-party software components within our Services is subject to the specific terms and conditions set forth in their respective third-party licenses. This means:

• You are obligated to comply with the license terms of any third-party components included in our Services.
• These licenses may differ in terms of usage, redistribution, modification, or attribution requirements.

For example, an open-source component may require that its use be credited in accordance with its licensing terms.

Information Availability

If you would like to know more about the third-party components included in our Services, we will provide you with details upon request. This includes:

• The names of third-party software components integrated into the Services.
• The specific license terms and conditions under which these components are provided.

This ensures transparency and allows you to understand the origin and obligations tied to third-party software components.

Article 10 - Confidential Information

This section defines what constitutes confidential information, sets obligations for the receiving party, and outlines exclusions and actions required to manage such information.

1. Definition of Confidential Information

Confidential Information refers to any non-public information that one party (the “Disclosing Party”) shares with the other party (the “Receiving Party”). This information must meet one of the following criteria:

• It is explicitly marked as "Confidential" when disclosed, whether shared in written, electronic, or other tangible forms.
• It is communicated in a way that a reasonable person would understand it to be confidential, even if not explicitly marked.

Examples of Confidential Information include:

• Business plans, financial data, technical specifications, source code, and product designs.
• Customer lists, marketing strategies, or proprietary methodologies.
• Internal processes, system architectures, and trade secrets.

The definition ensures that any sensitive information shared during the course of this Agreement is protected from misuse.

2. Obligations of Receiving Party

Use Restriction

The Receiving Party agrees to use the Confidential Information only for purposes related to this Agreement. This means:

• Confidential Information cannot be used for personal gain, external projects, or purposes beyond what is specified under this Agreement.
• The information must remain within the intended scope of collaboration or service delivery.

Non-Disclosure

The Receiving Party must not disclose Confidential Information to any third party without the Disclosing Party’s explicit written consent.

• Disclosure to unauthorized individuals, entities, or platforms is strictly prohibited.
• The Receiving Party may, however, share Confidential Information with its employees, contractors, or agents who need to know the information for purposes related to the Agreement. In such cases:
  • These individuals or entities must be bound by confidentiality obligations at least as stringent as those outlined here.
  • The Receiving Party remains responsible for any breaches caused by such individuals.

The Receiving Party must take reasonable measures to protect the confidentiality of the information, such as restricting access, encrypting data, or implementing internal safeguards.

3. Exclusions

Certain types of information are not considered Confidential Information under this Agreement. These exclusions ensure clarity on what qualifies as protected information. Confidential Information does not include information that:

1. Is or becomes publicly available without breach of this Agreement:
   • If the information is made publicly accessible through no fault or action of the Receiving Party, it ceases to be confidential.
2. Was known to the Receiving Party before disclosure:
   • If the Receiving Party already had knowledge of the information before it was disclosed under this Agreement, it is not considered confidential.
   • The Receiving Party must demonstrate proof of such prior knowledge.
3. Is received from a third party without confidentiality obligations:
   • If the Receiving Party lawfully obtains the information from an independent third party who is not bound by confidentiality restrictions, the information is excluded.
4. Is independently developed by the Receiving Party:
   • If the Receiving Party can prove that it developed the information independently, without relying on or referencing the Disclosing Party's Confidential Information, it is not subject to confidentiality restrictions.

These exclusions prevent misuse of the confidentiality clause to protect information that is already public, previously known, or independently obtained.

4. Return or Destruction

• Upon Request: At any time, the Disclosing Party may request the Receiving Party to either:
  • Return all copies of the Confidential Information, including physical, digital, or other forms.
  • Destroy all copies of the Confidential Information and confirm such destruction in writing.

This requirement ensures that Confidential Information is no longer in the Receiving Party's possession once its use is no longer necessary or the Agreement concludes.

Article 11 - Warranty Disclaimer

This section outlines the warranties provided by both parties, including the scope of commitments, assurances, and limitations regarding the Services.

11.1 Mutual Warranties

Legal Authority

Both parties (you and FutureIK) warrant that they have the legal right and authority to enter into this Agreement. This means:

• FutureIK confirms that it is a legally established entity with the authority to offer the Services outlined in the Agreement.
• You confirm that you have the legal capacity, authorization, and permissions to enter into this Agreement on behalf of yourself or your organization.
• This mutual assurance ensures that the Agreement is legally binding and enforceable.

Compliance

Both parties agree to comply with all applicable laws, rules, and regulations while performing their obligations under this Agreement. This includes:

• Adhering to regional, national, or international laws related to data protection, intellectual property, export controls, and content usage.
• Ensuring ethical and legal operations while using or delivering the Services.

This warranty ensures that all activities related to the Agreement are conducted lawfully.

11.2 FutureIK's Warranties

Service Quality

FutureIK warrants that it will deliver the Services with reasonable skill and care, consistent with the practices and standards generally accepted within the industry. This means:

• FutureIK warrants that it will deliver the Services with reasonable skill and care, consistent with the practices and standards generally accepted within the industry. This means:
• Reasonable efforts will be made to address technical or operational issues promptly.

Functionality

FutureIK warrants that the Services will function substantially as described in the accompanying Documentation under normal use. Key points include:

• The features, specifications, and performance of the Services will align with the descriptions and expectations set forth in the Documentation.
• “Normal use” refers to using the Services in accordance with guidelines and intended purposes.

If any issues arise that prevent the Services from functioning as described, FutureIK will make reasonable efforts to correct or resolve the issue.

Accessibility

FutureIK will make the Services accessible during the Subscription Term. This means:

• The Services will be available for use and operational under normal conditions.
• Exceptions to availability include:
  • Scheduled maintenance: Planned downtime for upgrades, fixes, or enhancements, which FutureIK will aim to communicate in advance.
  • Unforeseen issues: Interruptions caused by factors beyond FutureIK's control, such as internet outages, third-party service disruptions, or acts of nature.

This warranty emphasizes FutureIK's commitment to maintaining service continuity while acknowledging practical limitations.

11.3 Customer's Warranties

Lawful Use

You warrant that you will use the Services legally and ethically. This includes:

• Ensuring compliance with all applicable local, state, national, and international laws.
• Avoiding prohibited activities, such as uploading illegal content, engaging in unauthorized sharing, or using the Services for malicious purposes.

Rights and Permissions

You confirm that you have all necessary rights and permissions to:

• Provide and upload any content (e.g., images, videos, text) to the Services.
• Use the Services in accordance with the terms of this Agreement.

This includes ensuring that the content you provide does not violate third-party intellectual property rights, privacy laws, or any other legal obligations.

11.4 Disclaimer

As-Is Basis

Except for the express warranties stated in this Agreement, FutureIK provides the Services “as is”. This means:

• FutureIK does not make additional promises or guarantees about the performance, suitability, or uninterrupted operation of the Services.
• liThe Services are provided in their current form, without additional assurances.

No Implied Warranties

FutureIK explicitly disclaims all implied warranties, including but not limited to:

• Warranties of merchantability: Implied guarantees that the Services are suitable for general or commercial purposes.
• Fitness for a particular purpose: Implied assurances that the Services will meet specific, unique requirements or objectives not explicitly stated.
• Non-infringement: Implied guarantees that the Services do not infringe on third-party rights.

By disclaiming these implied warranties, FutureIK limits its obligations to only what is expressly stated in the Agreement.

Article 12 – Limitation of Liability

This section outlines the limits of FutureIK's liability to customers, providing a clear framework for what damages may be covered, the extent of compensation, and the remedies available.

1. Total Liability Cap

FutureIK's total liability to you for any claims arising under this Agreement is capped at the amount you have paid for the Services during the period when the issue occurred. Key points include:

• The maximum compensation you can claim will not exceed the total Subscription Fee paid within the relevant period.
• For example:
  • If you paid $1,200 for a yearly subscription and an issue affected only one month, the liability cap is limited to $100 (which is $1,200 divided by 12 months).
  • This ensures that compensation is directly proportional to the affected period of service.

This limitation provides a clear threshold for FutureIK's financial responsibility in the event of an issue.

2. Specific to Period of Unavailability

FutureIK's liability applies only to the portion of your Subscription Fee corresponding to the period during which the Services were unavailable or disrupted due to FutureIK’s fault.

• If an issue or fault occurs, the compensation will be calculated proportionally.
• For example: If Services were unavailable for 3 days out of a 30-day billing cycle, the liability would be limited to 10% of your monthly fee
for that cycle.

This ensures that compensation is fair and directly reflects the duration and impact of the service disruption.

3. Exclusion of Certain Damages

FutureIK is not liable for the following types of damages, even if they arise indirectly from service issues:

• Indirect Damages: Losses that are not a direct result of the problem.
• Incidental Damages: Minor costs incurred as a side effect of the issue.
• Special or Consequential Damages: Losses resulting from specific circumstances, such as loss of business opportunities.
• Punitive Damages: Compensation intended as punishment rather than reimbursement.

Specific examples of excluded damages include:

• Loss of Profits: Financial losses stemming from interruptions in your operations.
• Loss of Data: Costs associated with recovering or recreating lost information.
• Business Interruption: Expenses or financial impact caused by service downtime.

These exclusions establish clear boundaries on the types of compensation FutureIK is responsible for.

4. Remedies Available

In the event of service disruption caused by FutureIK’s fault, the remedies available to you are at FutureIK's discretion. FutureIK will choose to:

• Fix the Issue
  • FutureIK will use reasonable efforts to restore the Services as quickly as possible and address the disruption.
  • This may include troubleshooting, repairs, or implementing fixes to ensure service continuity.
• Provide a Refund:
  • If the Services remain unavailable for a prolonged period, FutureIK may offer a refund proportional to the downtime.
  • The refund amount will be calculated based on the Subscription Fee paid for the period when the Services were unavailable.
  • For example: If Services were down for one week in a monthly billing cycle, you would receive a refund for 25% of the monthly fee.

These remedies ensure that customers are compensated fairly for disruptions while giving FutureIK the opportunity to resolve issues efficiently.

Article 13 – Indemnification

This section outlines your obligation to protect FutureIK against claims, damages, and losses that may arise due to your actions, including misuse of the Services, violations of laws, or infringement on third-party rights. It also establishes your responsibility to cooperate during the resolution of such claims.

1. Indemnify and Hold Harmless

You agree to defend, indemnify, and hold FutureIK harmless from any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, that arise as a result of the following:

Breach of Laws

If your actions or the actions of your Authorized Users violate any applicable laws or regulations, you are responsible for the resulting claims or penalties. Examples include:

• Uploading content that violates data protection laws, copyright laws, or other legal regulations.
• Using the Services in a jurisdiction where such use is prohibited or restricted.
• Engaging in illegal activities through the Services, such as distributing unlawful content or violating export laws.

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Misuse of Services

If you or your Authorized Users use the Services in a manner that breaches this Agreement, you are responsible for any resulting claims or damages. Misuse of Services can include:

• Violating usage restrictions defined in the Agreement.
• Sharing or distributing unauthorized content through the platform.
• Attempting to reverse engineer, modify, or tamper with the Software in violation of agreed terms.
• Using the Services in a way that causes harm to FutureIK, other customers, or third parties.

By agreeing to indemnify FutureIK, you accept responsibility for ensuring that you and your Authorized Users use the Services in full compliance with the Agreement.

Third-Party Rights

You are responsible for indemnifying FutureIK if a third party brings a claim alleging that:

• Your Content: Any content, such as images, videos, text, or files uploaded by you or your Authorized Users, infringes on another party's intellectual property rights, privacy rights, or other legal protections.
• Your Use of Services: The way you or your Authorized Users use the Services causes harm, violates third-party agreements, or infringes on rights such as trademarks, copyrights, or patents.

For example, if you upload copyrighted images or use licensed material without authorization, and the rights holder raises a claim, you are responsible for defending FutureIK against that claim.

2. Cooperation

In the event of a claim, you agree to cooperate fully with FutureIK in defending against such claims. Your cooperation includes:

• Providing any relevant information, evidence, or documentation needed to address or resolve the claim.
• Assisting in investigations or legal proceedings to ensure a proper defense.
• Acting in good faith to resolve disputes efficiently and fairly.

While FutureIK reserves the right to control the defense of such claims, your active participation ensures that any issues are resolved smoothly.

Article 14 – Termination

This section explains the conditions under which the Agreement may be terminated, the process for termination, and the obligations that arise once the Agreement ends. It also clarifies the ongoing responsibilities that survive termination.

14.1 Term

• Commencement: The Agreement begins when you accept its terms—this could be through explicit acceptance, such as signing a contract or clicking "I agree" during account setup.
• Duration: The Agreement remains in effect until it is terminated by either party under the provisions described below.

14.2 Termination for Cause

Either party has the right to terminate the Agreement immediately if the other party engages in specific actions, as outlined below:

• Material Breach:
  • If one party significantly breaches the Agreement and fails to remedy the breach within 30 days after receiving a written notice from the other party, the Agreement can be terminated.
  • Examples of material breaches include failure to comply with payment terms, misuse of services, or violation of usage restrictions.
• Insolvency:
  • If a party becomes insolvent, files for bankruptcy, or undergoes similar financial proceedings (e.g., liquidation, reorganization), the other party can terminate the Agreement immediately.
• Illegal Activities:
  • If either party is found engaging in illegal activities that violate laws, regulations, or the terms of this Agreement, the other party has the right to terminate the Agreement immediately.

14.3 Termination for Convenience

• By Customer:You (the customer) have the option to terminate the Agreement at any time for any reason. To do so:
  • You must provide 30 days' written notice to FutureIK.
  • This ensures an orderly process for ceasing services and fulfilling outstanding obligations.

14.4 Effects of Termination

When the Agreement is terminated, the following actions and obligations take effect:

• Cease Use of Services
  • Upon termination, all rights granted to you under this Agreement are immediately revoked.
  • You must stop using the Services, Software, and any other materials provided by FutureIK.
• Return or Destruction of Materials
  • Both parties are required to either return or destroy any property, materials, or Confidential Information belonging to the other party.
  • Examples include:
    • Access credentials, software files, and technical documentation.
    • Any proprietary data or confidential business information shared during the relationship.

The Disclosing Party may specify whether the materials should be returned or destroyed.

Data Deletion

• Our Action:Upon termination, FutureIK will delete all customer data in its possession. This ensures your sensitive data is not retained beyond the term of the Agreement.
• Exception:FutureIK may retain certain basic contact information (such as your name and email) for marketing purposes.
  • Retention will comply with applicable data protection laws.
  • You retain the right to opt out of marketing communications at any time.

Outstanding Fees

• You are obligated to pay any outstanding fees up to the termination date.
• Fees that were incurred for the Services delivered before termination must be settled promptly.

14.5 No Refunds

• Policy:Any fees already paid are non-refundable, unless FutureIK explicitly agrees otherwise in writing.
• This applies to subscription fees, service charges, or any other payments made under the Agreement.

14.6 Survival of Certain Provisions

Even after termination, certain obligations and sections of the Agreement will remain in effect. These include:

• Intellectual Property:Rights related to ownership of software, materials, and proprietary content.
• Confidentiality:The protection of sensitive or confidential information shared during the term of the Agreement.
• Limitation of Liability:The agreed-upon limitations on the liability of FutureIK for damages or losses.
• Indemnification:Your responsibility to defend and protect FutureIK from claims related to misuse, breaches, or third-party rights.

Article 15 – Notices

This section establishes how official communications between you and FutureIK are to be conducted, ensuring that both parties receive important updates, requests, or formal information in a clear and documented manner.

1. Writing Requirement

• Format: All notices and communications sent under this Agreement must be in writing.
  • This ensures that there is a formal, documented record of communications, reducing misunderstandings or disputes.
  • Written notices provide clarity and serve as legal proof in case of disagreements.

Examples of formal notices include:

• Termination of the Agreement.
• Requests for data deletion.
• Updates related to breaches, claims, or changes in the Agreement.

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2. Addresses for Notices

To You:

• Notices from FutureIK will be sent to the contact information you have provided in your account.
  • This includes your email address or physical address (if provided).
• You are responsible for ensuring that your contact details remain accurate and up to date. Failure to do so may result in missed communications.

To Us:

If you need to send official notices to FutureIK, you must use the following contact details:

Address:

FutureIK Technologies Private Limited
35/169, Changanacherry, Vazhappally West,
Alappuzha, Kuttanadu, Kerala, India, PIN code 686103

Email:

• You can send electronic notices to support@futureik.com.

These details ensure that communications are directed to the proper channels, where they will be appropriately handled and acknowledged.

3. Methods of Delivery

Official notices must be delivered through one of the following accepted methods:

• Email:
  • Sending notices to the provided email addresses is a valid and accepted form of communication.
  • Both parties should ensure that emails are sent to the correct addresses and that delivery confirmation (if required) is enabled.
• Registered Mail:
  • Notices can be sent via registered or certified mail, which provides a formal delivery acknowledgment and tracking for reference.
• Courier:
  • Delivery by courier services is also acceptable. This method ensures secure and verifiable delivery, often with proof of receipt.

These delivery methods ensure that official communications are traceable, verifiable, and reliably received by the intended party.

Article 16 – Modification

This section outlines FutureIK’s right to modify the Agreement, how changes are communicated, and your responsibilities as a customer to stay informed about updates.

1. Changes to This Agreement

Our Right to Modify

FutureIK reserves the right to update or change the terms of this Agreement as necessary. This ensures that the Agreement stays relevant and reflective of:

• Evolving business needs, legal requirements, or industry standards.
• Changes to the Services, such as new features, pricing structures, or operational updates.
• Any other necessary revisions to align with FutureIK’s policies or practices.

These modifications are made at FutureIK’s discretion to maintain clarity and compliance with applicable laws and customer expectations.

2. Notice Period

Seven Days' Notice

Changes to the Agreement will take effect seven (7) days after the updated version is posted on the FutureIK website.

• This notice period allows you to review the changes and decide whether to continue using the Services.
• The updated Agreement will clearly indicate the date when the changes were made, ensuring transparency.

3. Notification

No Individual Notice

FutureIK is not obligated to send individual notifications about changes to the Agreement due to the large number of customers.

• Instead, updates will be posted publicly on FutureIK’s official website.
• This approach ensures that all customers have equal access to the updated Agreement without requiring direct communication for each user.

Your Responsibility

It is your responsibility to regularly review the Agreement for updates.

• The latest version of the Agreement will be available at www.futureik.com.
• By periodically checking the website, you can stay informed about changes and understand how they may affect your use of the Services.

4. Continued Use Equals Acceptance

Implied Consent

If you continue using the Services after the updated Agreement takes effect, this will be considered your implied consent to the new terms.

• Continued use of the Services serves as an acknowledgment that you have reviewed and agreed to the revised terms.
• If you do not agree with the changes, you have the option to discontinue your use of the Services before the modifications take effect.

Article 17 – Entire Agreement

This section confirms that this Agreement represents the full and final understanding between the parties, overriding any prior arrangements or discussions.

1. Complete Understanding

Ownership

This Agreement contains all the terms and conditions that define the relationship between you (the customer) and FutureIK regarding the Services. Key points include:

• It is the definitive and comprehensive contract governing the use of the Services.
• No additional verbal or informal understandings, emails, or discussions outside of this Agreement are considered legally binding.
• Both parties must refer to this document as the sole source of rights, obligations, and expectations related to the Services.

By signing or agreeing to this Agreement, both parties acknowledge that they fully understand and accept its terms.

2. Supersedes Previous Agreements

This Agreement explicitly replaces and nullifies any prior agreements or understandings between the parties, whether:

• Written: Previous contracts, terms of service, or formal agreements related to the Services are no longer valid.
• Oral: Verbal discussions, informal understandings, or negotiations before this Agreement are also overridden.

This ensures that there is no ambiguity or conflicting terms from earlier arrangements. Moving forward, only the terms in this Agreement will govern the relationship between you and FutureIK.

Article 18 – Severability

This section ensures that if any part of the Agreement is deemed invalid or unenforceable, the remaining provisions still apply and the invalid terms may be adjusted to remain effective.

1. Independent Provisions

• Each provision in the Agreement operates independently of the others.
• If any provision is determined to be invalid, illegal, or unenforceable by a court or authority, this does not affect the validity or enforceability of the remaining provisions.
• The Agreement as a whole will remain functional and binding, with unaffected terms continuing to govern the relationship between you and FutureIK.

For example:

• If a clause related to a specific jurisdiction’s law is found to be invalid due to local regulations, the rest of the Agreement remains enforceable in other respects.

2. Modification of Invalid Terms

• If a provision is deemed invalid or unenforceable, it will be modified or limited to the minimum extent necessary to make it:
  • Legally valid.
  • Enforceable under applicable laws.
• The modification will preserve the original intent of the provision as much as possible while ensuring compliance with the law.

For example:

• If a clause imposing a restrictive timeframe for legal action is found unenforceable due to being too short, it may be extended to meet the legal standard, while still reflecting the original purpose of limiting legal disputes.

Article 19 – Waiver

This section clarifies the conditions under which a party’s rights under the Agreement may be waived and the requirements for such a waiver to be valid.

1. No Waiver of Rights

If either party (you or FutureIK) chooses not to enforce or delays enforcing any provision of this Agreement, it does not waive their right to enforce that provision in the future. Key points include:

• Preservation of Rights:
  • A failure to take immediate action, such as addressing a breach of the Agreement, does not mean the party has relinquished their right to enforce the provision later.
  • For example, if FutureIK does not immediately address a customer’s minor breach of terms, this does not prevent FutureIK from enforcing those terms for future breaches.
• Ongoing Enforceability:
  • All terms of the Agreement remain enforceable regardless of whether a provision has been enforced consistently in the past.

2. Specific Waiver

• Written Requirement:
  • For a waiver to be valid, it must be in writing and signed by the party granting the waiver.
  • This ensures clarity and prevents misunderstandings or disputes over whether a waiver was granted.
• Scope of the Waiver:
  • A written waiver applies only to the specific instance or provision mentioned in the waiver.
  • It does not apply broadly to other provisions of the Agreement or future occurrences of the same issue.

For example:

• If FutureIK provides a written waiver allowing you extra time to pay a particular invoice, this does not waive FutureIK’s right to enforce the payment terms for future invoices.

Article 20 – Force Majeure

This section addresses situations where performance under the Agreement is hindered or delayed due to events beyond the reasonable control of either party, referred to as "Force Majeure."

1. Circumstances Beyond Control

No Liability for Delays

Neither party is held responsible for delays or failures to perform their obligations under this Agreement when such delays are caused by uncontrollable events. These events must:

• Be beyond the reasonable control of the affected party.
• Prevent, delay, or make it impractical to fulfill obligations under the Agreement.

This ensures fairness when external events disrupt the ability to perform contractual duties.

2. Examples of Force Majeure Eventsent

Force Majeure events include, but are not limited to:

• Natural Disasters:
  • Earthquakes, floods, hurricanes, wildfires, or other severe natural events.
• Man-Made Disruptions:
  • War, terrorism, riots, or civil disturbances.
• Labor Disputes:
  • Strikes, lockouts, or widespread labor shortages that impact performance.
• Governmental Actions:
  • New laws, regulations, embargoes, or other actions that directly affect the ability to comply with the Agreement.
• Pandemics or Epidemics:
  • Health crises, such as widespread disease outbreaks, that disrupt normal operations.
• Other Unforeseen Events:
  • Situations such as utility failures, cyberattacks, or critical supply chain disruptions that were not reasonably foreseeable or preventable.

These examples provide clarity on the types of events considered beyond the parties' control.

3. Notification Requirement

Prompt Notice

If a Force Majeure event occurs, the affected party must promptly notify the other party. Key requirements include:

• Timing: The notification should be sent as soon as possible after the event begins to impact performance.
• Content: The notice must describe:
  • The nature of the Force Majeure event.
  • Its impact on the affected party's ability to perform obligations.
  • An estimate of the duration of the disruption, if known.

Methods of Communication

Notices can be delivered via:

• Email.
• Registered Mail.
• Courier.

This ensures formal documentation of the Force Majeure event and its impact.

Duration and Termination

• Duration:
  • The affected party is excused from performing its obligations for the duration of the Force Majeure event.
  • Reasonable efforts must be made to resume performance as soon as the event subsides.
• Termination:
  • If the Force Majeure event persists for an extended period (e.g., beyond a specified timeframe such as 30 or 60 days), either party may have the option to terminate the Agreement.
  • Termination must follow the notice procedures outlined in the Agreement.

Article 21 – Marketing

This section outlines the conditions under which FutureIK may use your name and logo in its marketing materials and emphasizes that your participation in such activities is entirely voluntary.

1. Use of Customer's Name and Logo

Consent Required

FutureIK may request to use your name and logo in its marketing materials, such as:

• Company websites.
• Case studies.
• Sales presentations or proposals.
• Press releases, brochures, or other promotional content.

However, this use is subject to your prior written consent, which ensures:

• You have full control over whether and how your name and logo are represented.
• Your brand identity is not used without your explicit approval.

Consent must be documented in writing, ensuring a clear agreement between both parties.

2. Voluntary Participation

Your Choice

Participation in marketing activities, including the use of your name and logo, is completely voluntary. Key points include:

• You have the right to decline any request to use your name or logo without any obligation to provide a reason.
• Declining participation will have no impact on your ability to access or use FutureIK’s Services or your ongoing relationship with FutureIK.
• You may also choose to provide consent for specific types of marketing materials (e.g., allowing your logo in a press release but not on the website).

This ensures that your participation is entirely optional and respects your preferences and branding policies.

Article 22 – Assignment

This section clarifies the rules governing the transfer of rights and obligations under this Agreement, either by you (the customer) or by FutureIK.

1. Transfer of Agreement by Customer

Restriction

You are not allowed to assign or transfer this Agreement to another party without obtaining written consent from FutureIK. Key points include:

• Non-Transferability: This means that you cannot delegate or transfer your rights or obligations under this Agreement to another person, company, or entity.
• Written Consent:If you wish to transfer the Agreement—for example, due to a merger, acquisition, or change in ownership—you must formally request permission from FutureIK.
• Approval Required: FutureIK has the right to approve or deny the request based on factors such as compliance, compatibility, or potential risks to the Services.

This restriction ensures that FutureIK maintains control over who is authorized to benefit from or assume responsibilities under this Agreement.

2. Transfer of Agreement by FutureIK

Permitted Assignment

FutureIK reserves the right to assign or transfer this Agreement to another party without needing your prior consent, provided that:

• No Adverse Effect: The assignment does not negatively impact FutureIK's obligations to you or the quality of the Services provided.
• Continuity of Service:FutureIK ensures that the new party assuming the Agreement can fully meet the commitments outlined in this document.

For example:

• If FutureIK undergoes a merger, acquisition, or reorganization, the Agreement may be transferred to the acquiring or successor entity, ensuring continuity of your access to the Services.

This flexibility allows FutureIK to adapt to changes in business structure while ensuring that your experience and rights under the Agreement remain intact.

Article 23 – Governing Law and Dispute Resolution

This section specifies the legal framework and process for resolving disputes that may arise under the Agreement, providing a structured approach to address conflicts.

1. Legal Framework

Governing Law

The Agreement is governed by the laws of India.

• This means that the interpretation, enforcement, and resolution of disputes under this Agreement will be based on the legal principles and statutes of India.
• Indian law will guide how obligations, rights, and breaches are evaluated and addressed.

Venue for Disputes

• Jurisdiction: Any legal disputes arising from this Agreement will be subject to the jurisdiction of courts located in Kerala, India.
• Exclusive Venue: Kerala courts are the only authorized location for resolving legal conflicts, ensuring consistency and clarity in the legal process.
• This provision establishes a specific venue for litigation, streamlining dispute resolution and reducing ambiguity about where claims can be filed.

2. Dispute Resolution Process

Negotiation

• Both parties agree to make reasonable efforts to resolve disputes through friendly negotiation before pursuing other formal resolution methods.
• This involves:
  • Open communication to identify the root cause of the issue.
  • Collaborative discussions to find mutually acceptable solutions.

Negotiation aims to resolve conflicts efficiently without resorting to legal proceedings.

Mediation

• If negotiation fails, the parties may engage in mediation with a neutral third party acting as a mediator.
• Mediation Process:
  • The mediator facilitates discussions between the parties to help them reach a voluntary agreement.
  • The mediator does not impose a binding decision but works to bridge the gap between conflicting positions.

Mediation provides a cost-effective and less adversarial method of resolving disputes compared to litigation.

Legal Action

• If mediation is unsuccessful, either party may initiate legal proceedings in the courts of Kerala.
• This step involves:
  • Filing a case in court.
  • Presenting evidence and arguments before a judge who will make a binding decision.

Legal action serves as the final step in the dispute resolution process, providing a definitive resolution when other methods fail.

Authentic Text

• Language: This Agreement is written in English, and that version is the official and binding one.

Note to Customers

We've made every effort to make this Agreement clear and understandable. If you have any questions or need further clarification, please contact us at support@futureik.com.

Privacy Policy

• Your Data Matters: For details on how we collect, use, and protect your personal data, please read our Privacy Policy at https://www.futureik.com/privacy-policy/.

Data Processing Addendum

• Handling of Personal Data: Our Data Processing Addendum at https://www.futureik.com/dpa provides detailed information on how we process personal data.

Contact Information

FutureIK Technologies Private Limited
35/169, Changanacherry, Vazhappally West,
Alappuzha, Kuttanadu, Kerala, India, PIN code 686103
Email: support@futureik.com

Acceptance

By clicking "I Accept," you confirm that you have read, understood, and agree to this Agreement.

Thank you for choosing FutureIK Technologies. We value your trust and strive for transparency in our relationship with you. If you have any questions or concerns, please don't hesitate to reach out to us.