Terms of Service

GyanMatrix Technologies Pvt Ltd

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between GyanMatrix Technologies Pvt Ltd (“GyanMatrix”, “we”, “us”, or “our”) and the individual or entity (“Customer”, “Client”, or “you”) accessing or using the GyanMatrix AI Platform (“Platform”) at https://platform.gyanmatrix.com/.

By creating an account, accessing the Platform, or clicking “I Agree”, you represent that you have the authority to bind yourself or your organisation to these Terms. If you do not accept these Terms, you may not use the Platform.

2. Definitions

• “Platform” — the GyanMatrix AI SaaS platform, including all features, APIs, integrations, documentation, and updates.
• “Subscription” — the right to access and use the Platform for a defined period as per the applicable Order Form or agreement.
• “Client Data” — any data, content, or information uploaded to or processed within the Platform by or on behalf of the Client.
• “Authorised User” — any individual granted access to the Platform under the Client’s account.
• “Order Form” — the document or online flow specifying the subscription plan, term, fees, and any specific terms applicable to the Client.

3. Access and Accounts

Subject to these Terms and payment of applicable fees, GyanMatrix grants you a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term, solely for your internal business operations.

You are responsible for:

• Maintaining the confidentiality and security of your account credentials
• All activities that occur under your account
• Ensuring that all Authorised Users comply with these Terms
• Notifying GyanMatrix immediately at we@gyanmatrix.com upon any suspected unauthorised access

4. Subscription Terms

4.1 Subscription Plans

The Platform is offered on subscription plans as described in the applicable Order Form or pricing documentation. GyanMatrix reserves the right to modify subscription plans and pricing with reasonable prior notice.

4.2 Subscription Term

Subscriptions commence on the start date specified in the Order Form and continue for the term stated therein. Unless otherwise agreed, subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days prior to the renewal date.

4.3 Authorised Users

The number of Authorised Users permitted under a subscription is as specified in the applicable Order Form. You may not exceed this number without upgrading your plan or obtaining written approval from GyanMatrix.

5. Payment Terms

• All fees are as set out in the Order Form and are payable in advance unless otherwise agreed.
• Invoices are due within 30 days of the invoice date unless otherwise specified.
• Fees are non-refundable except as expressly set out in these Terms or required by applicable law.
• GyanMatrix reserves the right to suspend access to the Platform if any invoice remains unpaid beyond the due date, following written notice to the Client.
• All fees are exclusive of applicable taxes (including GST). Taxes will be added where required by law and are payable by the Client.
• For international Clients, payments shall be made in the currency specified in the Order Form.

6. Acceptable Use Policy

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

• Upload, process, or transmit data that infringes the intellectual property rights of any third party
• Use the Platform to process data in violation of applicable law, including privacy and data protection laws
• Attempt to reverse engineer, decompile, or disassemble any part of the Platform
• Introduce malware, viruses, or other harmful code into the Platform
• Use the Platform to conduct unauthorised security testing or penetration testing without prior written consent
• Sublicense, resell, or otherwise make the Platform available to third parties outside of your organisation without GyanMatrix’s written consent
• Circumvent or attempt to circumvent any security features or access controls

GyanMatrix reserves the right to suspend or terminate access for any violation of this Acceptable Use Policy.

7. Client Data & IP Ownership

7.1 Client Owns Their Data

As between GyanMatrix and the Client, the Client retains all right, title, and interest in and to Client Data. GyanMatrix acquires no ownership rights in Client Data as a result of these Terms.

7.2 Licence to Process

By using the Platform, the Client grants GyanMatrix a limited, non-exclusive, royalty-free licence to process, store, and use Client Data solely to the extent necessary to provide the subscribed services.

7.3 GyanMatrix IP

GyanMatrix retains all right, title, and interest in and to the Platform, including all underlying technology, algorithms, models, methodologies, documentation, and enhancements thereof. Nothing in these Terms transfers any GyanMatrix intellectual property to the Client.

8. Confidentiality

8.1 Mutual Obligations

Each party (“Disclosing Party”) may disclose confidential information to the other party (“Receiving Party”) in connection with the Platform and these Terms. Each Receiving Party agrees to:

• Hold the Disclosing Party’s Confidential Information in strict confidence
• Use Confidential Information only for the purposes contemplated by these Terms
• Disclose Confidential Information only to employees, contractors, or agents who need to know it and are bound by equivalent obligations of confidentiality

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) is independently developed without reference to the Confidential Information; (c) is required to be disclosed by law or court order, provided that the Receiving Party gives reasonable prior notice to the Disclosing Party.

9. Service Availability

GyanMatrix will use commercially reasonable efforts to ensure Platform availability. The Platform is provided on an “as is” and “as available” basis, and GyanMatrix does not guarantee uninterrupted or error-free operation.

GyanMatrix reserves the right to perform scheduled maintenance, which may result in temporary service interruptions. Where possible, notice of planned maintenance will be provided in advance. GyanMatrix shall not be liable for service interruptions caused by force majeure events, third-party infrastructure failures, or circumstances beyond its reasonable control.

Note: These Terms do not include a specific SLA with defined uptime guarantees. Clients requiring formal SLA commitments should discuss this with GyanMatrix’s sales team prior to execution of an Order Form.

10. Termination

10.1 Termination for Convenience

Either party may terminate the subscription at the end of the current subscription term by providing written notice of non-renewal at least 30 days prior to renewal. Early termination fees may apply as set out in the Order Form.

10.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 30 days of written notice
• Becomes insolvent, enters liquidation, or is subject to a winding-up order
• Engages in fraudulent or grossly negligent conduct

10.3 Effect of Termination

Upon termination:

• The Client’s right to access the Platform ceases immediately or at the end of the applicable notice period
• GyanMatrix will provide the Client with a 30-day data export window
• Following the export window, Client Data will be deleted per the data retention provisions in our Privacy Policy
• Outstanding fees remain due and payable

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless GyanMatrix, its officers, directors, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable legal fees) arising from:

• The Client’s use of the Platform in violation of these Terms
• Client Data that infringes the rights of a third party
• The Client’s breach of applicable law

GyanMatrix will indemnify the Client against third-party claims that the Platform, as used in accordance with these Terms, infringes any patent, copyright, or trade secret of that third party. This indemnification does not apply to infringement claims arising from Client Data, Client modifications, or third-party integrations not provided by GyanMatrix.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• GYANMATRIX’S AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS UNDER OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO GYANMATRIX IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law provisions.

14. Dispute Resolution

14.1 Informal Resolution

In the event of a dispute, the parties shall first attempt to resolve the matter informally through good-faith negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute and its desired resolution.

14.2 Arbitration

If the dispute is not resolved within 30 days of such notice, either party may refer the dispute to binding arbitration under the Arbitration and Conciliation Act, 1996, as amended. The seat of arbitration shall be Bangalore, India. The arbitration shall be conducted in English, and the award shall be final and binding.

14.3 Jurisdiction

Notwithstanding the above, either party may seek urgent injunctive or equitable relief before the courts of Bangalore, India to preserve rights pending arbitration. The parties submit to the exclusive jurisdiction of such courts for this purpose.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the applicable Order Form and GyanMatrix’s Privacy Policy, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings.

15.2 Amendments

GyanMatrix may amend these Terms by providing 30 days’ written notice. Continued use of the Platform after the effective date of the amended Terms constitutes acceptance.

15.3 Waiver & Severability

No waiver of any provision of these Terms shall be effective unless in writing. If any provision is found to be unenforceable, the remaining provisions will continue in full force.

15.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without GyanMatrix’s prior written consent. GyanMatrix may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

15.5 Force Majeure

Neither party shall be in breach of these Terms for any failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.

16. Contact Information

For questions or notices under these Terms, please contact:

GyanMatrix Technologies Pvt Ltd
Address: #591 & 592, 3rd Floor, 15th Main Road, 22nd Cross Road, 3rd Sector, HSR Layout Bangalore, Karnataka-560102
Email: we@gyanmatrix.com