1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

Agreement: This Terms of Service, including all exhibits, schedules, and any Purchase Order or Quote which may be issued from time to time and incorporated by reference.
IoTix: EddyBits Innovations' proprietary IoT platform and ecosystem.
EddyBits: EddyBits Innovations (PVT) Ltd, a company registered in India, or its successors and assigns.
Customer: The person or entity that has accepted this Agreement and is purchasing or using Products and Services from EddyBits.
Account: The account established for Customer to access and use the Products and Services.
Services: All support, consulting, maintenance, hosting, and software-as-a-service offerings provided by EddyBits to Customer, including any updates, upgrades, or enhancements thereto.
Website: EddyBits' website located at www.eddybits.com and all subdomains thereof.
Content: All data, text, images, graphics, software, information, and materials contained on the Website or provided as part of the Services.
Customer Data: Any data, information, or content provided by or on behalf of Customer to EddyBits through the Services, including machine data, configuration data, and any personal information.
Documentation: The written technical documentation, user guides, and specifications provided by EddyBits regarding the Products and Services.
Machine: Any hardware device, equipment, or IoT endpoint that is connected to or used in conjunction with the Products and Services.
Hardware: Physical equipment and devices manufactured or distributed by EddyBits as part of the Products.
Firmware: The proprietary embedded software that runs on EddyBits Hardware devices.
Software Agent: Software installed on Machines that enables communication with EddyBits Services.
Hosted Software: Software applications hosted and maintained by EddyBits and accessed by Customer remotely over the internet.
Apps: Software applications, modules, or plug-ins developed by EddyBits or third parties that extend the functionality of the Products and Services.
Products: Collectively, Hardware, Firmware, Software Agent, Hosted Software, and Apps provided by EddyBits.
EddyBits Software: Any software code, algorithms, tools, or systems developed by EddyBits, excluding third-party software.
EddyBits Software Systems: The complete systems, platforms, and infrastructure operated by EddyBits, including IoTix and related services.
Beta Previews: Products, Services, or features that are offered on a trial, beta, pilot, or pre-release basis.
Malicious Code: Any virus, worm, time bomb, Trojan horse, or other harmful or malicious component.
Non-EddyBits Products: Any third-party products, services, software, or hardware not developed or distributed by EddyBits.
Professional Services: Consulting, implementation, customization, training, and support services provided by EddyBits beyond standard support.
Quote: A written estimate of fees provided by EddyBits for Products, Services, or Professional Services.
Purchase Order: A written order issued by Customer to EddyBits for Products or Services.
Order Form: Any document executed by the parties that specifies the Products, Services, pricing, and other terms.
Subscription Start Date: The date on which a Customer's paid subscription to Services begins.
Subscription End Date: The date on which a Customer's paid subscription to Services ends.
Subscription Term: The period from the Subscription Start Date to the Subscription End Date.
Refund: A reimbursement of fees paid by Customer, subject to the conditions set forth in this Agreement.
3rd Party Service: Any service, platform, or capability provided by a third-party service provider.
3rd Party Service Provider: Any person, entity, or company that provides services, software, or content not developed or owned by EddyBits.

2. Acceptance of the Terms of Service

By accessing the Website, creating an Account, or using the Products or Services, Customer agrees to be bound by this Agreement. If Customer does not agree to all the terms and conditions of this Agreement, Customer may not use the Products or Services. If Customer is accessing the Website or using the Products or Services on behalf of an organization or entity, Customer represents and warrants that Customer has the authority to bind that organization or entity to this Agreement.

3. Where this Agreement applies

This Agreement governs the use of the Website, Products, and Services. EddyBits may operate different services in different regions subject to different terms. For use of EddyBits services in the European Union or other regions with specific legal requirements, additional or modified terms may apply. Customer is responsible for understanding and complying with all applicable laws, regulations, and requirements in Customer's jurisdiction.

4. Changes to these Terms of Service

EddyBits may modify this Agreement at any time. Changes to this Agreement will be effective upon posting to the Website or upon notice to Customer. Continued use of the Website, Products, or Services following such modification constitutes acceptance of the modified Agreement. If Customer does not agree to the modifications, Customer may terminate this Agreement and cease using the Products and Services. EddyBits will provide at least thirty (30) days' notice before any material changes to this Agreement become effective.

5. License

Subject to the terms and conditions of this Agreement, EddyBits grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to:

Install and use the Hardware and Firmware in accordance with the Documentation;
Install and use the Software Agent on Machines to communicate with the Hosted Software;
Access and use the Hosted Software remotely through the Website or authorized applications;
Use the Apps provided by EddyBits as part of the Services;
Use the Documentation for Customer's internal purposes only.

This license is granted only for the Subscription Term and only if Customer is in compliance with this Agreement.

6. License Restrictions

Customer shall not, and shall not permit any third party to:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any EddyBits Software, Firmware, or Hosted Software;
Use the Products or Services for any unlawful, unauthorized, or prohibited purpose;
Modify, alter, translate, or create derivative works of the Products, Services, or Documentation;
Remove or alter any proprietary notices, labels, or marks on the Products or Services;
Distribute, sell, resell, rent, lease, transfer, assign, or sublicense the Products or Services to any third party;
Use the Products or Services to develop or test competing products or services;
Use the Products or Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any intellectual property rights of EddyBits or third parties;
Transmit any Malicious Code or otherwise attempt to compromise the security or functionality of the Products or Services;
Attempt to gain unauthorized access to the Products, Services, or any related systems or networks;
Overload, flood, or perform denial-of-service attacks on the Products or Services;
Monitor or copy the content of the Products or Services without authorization, except as expressly permitted;
Use automated tools, robots, or scripts to access the Products or Services without prior written consent;
Interfere with or disrupt the integrity or performance of the Products or Services;
Collect or harvest any personal information from the Products or Services without authorization;
Use the Products or Services to harass, abuse, threaten, or harm any individual or group;
Use the Products or Services for any purpose that violates any applicable law, statute, ordinance, or regulation;
Develop any application or service that integrates with or accesses the Products or Services without authorization;
Permit any unauthorized third party to access or use Customer's Account or credentials;
Remove, obscure, or alter any proprietary information or warnings contained in the Products or Services;
Use the Products or Services in any manner that is negligent, reckless, or creates risk of harm to EddyBits, its users, or third parties;
Attempt to bypass any security measures or access controls implemented by EddyBits.

7. Suspension

EddyBits may suspend or terminate Customer's access to the Products or Services immediately and without liability if:

Customer materially breaches this Agreement and fails to cure such breach within ten (10) business days of written notice;
Customer's Account is used in connection with any illegal, harmful, or abusive activity;
Customer fails to pay any undisputed fees due under this Agreement;
Continued operation of the Products or Services poses a security risk or violates applicable law;
EddyBits determines in its reasonable discretion that continued access is inconsistent with the interests of other users or EddyBits;
As required by law, regulation, or order of any government authority.

8. Hardware Installation and Equipment Maintenance

Customer is responsible for the safe and proper installation of Hardware devices in accordance with the Documentation and all applicable safety standards. EddyBits provides the Hardware as-is, and Customer assumes all risks associated with installation and operation. Customer is responsible for regular maintenance, updates, and troubleshooting of Hardware unless otherwise specified in a Service Level Agreement or maintenance agreement. EddyBits is not responsible for any damage, loss, or injury resulting from improper installation, use, or maintenance of the Hardware.

9. Product Updates

9.1 General

EddyBits may issue updates, patches, upgrades, or enhancements to the Products and Services from time to time. Customer grants EddyBits the right to install such updates automatically or with minimal notice. EddyBits will use commercially reasonable efforts to ensure that updates do not materially degrade the functionality of the Products or Services.

9.2 End Of Life

EddyBits may declare a Product or Service or portion thereof as end-of-life and cease providing updates or support with at least ninety (90) days' notice. After the end-of-life date, EddyBits has no obligation to provide maintenance, support, or updates for the deprecated Product or Service.

9.3 Beta Previews

Beta Previews are offered on an "as-is" basis and may contain defects or functionality that is not yet complete. Beta Previews are not subject to any Service Level Agreement or warranty. EddyBits is not liable for any loss, damage, or corruption of data resulting from the use of Beta Previews. Customer may be required to migrate data and configurations upon discontinuation of a Beta Preview.

9.4 Feedback

Customer grants EddyBits the right to use any feedback, suggestions, or enhancement requests provided by Customer regarding the Products or Services without any obligation to Customer.

10. Payment, Shipping, and Delivery

All fees for Products and Services are due in accordance with the Quote, Purchase Order, or Order Form provided by EddyBits. Fees are stated in the currency specified by EddyBits and do not include applicable taxes, shipping costs, or duties. Customer is responsible for payment of all applicable sales tax, VAT, GST, or similar taxes. EddyBits will arrange for shipment of Hardware to the address specified by Customer. Customer shall be responsible for inspecting Hardware upon receipt and promptly reporting any shipping damage or defects. Ownership of Hardware transfers to Customer upon delivery, but EddyBits retains all intellectual property rights in the Firmware and Software Agent installed on the Hardware.

11. Price Revisions

EddyBits reserves the right to revise fees and pricing for Products and Services upon reasonable notice to Customer, generally sixty (60) days before any increase becomes effective. Price revisions shall not apply to fees locked in by Customer's current Subscription Term. Upon renewal of a Subscription Term, Customer may be subject to revised pricing. If Customer does not accept the revised pricing, Customer may terminate the Agreement at the end of the then-current Subscription Term without penalty.

12. 3rd Party Service

The Products or Services may incorporate, depend upon, or integrate with 3rd Party Services provided by 3rd Party Service Providers. EddyBits is not responsible for:

The availability, functionality, or performance of 3rd Party Services;
Any interruption, limitation, or discontinuation of 3rd Party Services;
The terms of service, privacy policies, or other agreements applicable to 3rd Party Services;
Any data loss, corruption, or unauthorized access resulting from 3rd Party Services;
Disputes or claims arising from Customer's use of 3rd Party Services;
Updates, changes, or discontinuation of 3rd Party Services by third-party providers;
Charges or fees imposed by 3rd Party Service Providers;
The accuracy or completeness of information provided by 3rd Party Services;
Any breach of Customer Data by 3rd Party Service Providers;
Compliance with Customer's obligations or representations regarding 3rd Party Services;
Customer's access to or use of 3rd Party Services;
Any claims that use of 3rd Party Services infringes third-party intellectual property rights.

13. Account

To access the Products or Services, Customer must create an Account by providing accurate and complete information. Customer is responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account. Customer shall promptly notify EddyBits of any unauthorized use of the Account or any security breach. EddyBits is not liable for any unauthorized access to or use of Customer's Account that results from Customer's failure to maintain the confidentiality of credentials.

14. Customer Data

14.1 Ownership and Usage

Customer retains all ownership rights in Customer Data. EddyBits is granted a worldwide, non-exclusive, royalty-free license to use, copy, modify, and process Customer Data solely for the purpose of providing the Products and Services. EddyBits may anonymize and aggregate Customer Data to create statistical analysis, benchmarks, and insights, which EddyBits may use and disclose without restriction. Upon termination of this Agreement, EddyBits will securely delete or return Customer Data in accordance with applicable law and the provisions of this Agreement.

14.2 Customer Data Representation and Warranty

Customer represents and warrants that Customer owns or has the necessary rights to all Customer Data and that transmission and processing of Customer Data does not infringe or violate the rights of any third party, including privacy rights, intellectual property rights, or contractual obligations.

15. Privacy Policy

EddyBits' collection and use of Customer Data is governed by the Privacy Policy located at privacy-policy.html. Customer should review the Privacy Policy to understand EddyBits' privacy practices.

16. Confidentiality

16.1 Confidential Information

Each party ("Disclosing Party") may disclose to the other party ("Receiving Party") information that is confidential or proprietary, including technical data, business plans, pricing, and other non-public information ("Confidential Information"). Confidential Information does not include information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully possessed by Receiving Party before disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is rightfully received by Receiving Party from a third party without confidentiality obligations.

16.2 Confidentiality Obligations

Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information and shall not disclose Confidential Information to any third party except as required by law. Receiving Party may disclose Confidential Information to its employees, consultants, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

17. Proprietary Rights

17.1 EddyBits Software

EddyBits retains all ownership rights in EddyBits Software, including all code, algorithms, documentation, designs, and intellectual property. Customer is granted only a limited license to use EddyBits Software as expressly authorized in this Agreement. No ownership of EddyBits Software is transferred to Customer.

17.2 Firmware

All Firmware installed on Hardware is the proprietary property of EddyBits. Customer shall not reverse engineer, modify, or attempt to extract the Firmware from Hardware devices.

18. Connectivity Data Usage

The Products and Services require connectivity to EddyBits' servers and networks. EddyBits may collect, log, and analyze connectivity data, performance metrics, error messages, and usage patterns for the purpose of improving the Products and Services, providing support, and developing new features. Customer acknowledges that such data collection is necessary for the operation and optimization of the Products and Services. In the event that Customer Data is inadvertently collected as part of connectivity data, EddyBits will treat such data in accordance with the Privacy Policy and applicable data protection laws.

19. Non-EddyBits Products

The Products or Services may integrate with or reference Non-EddyBits Products. Customer's use of Non-EddyBits Products is governed by the terms, conditions, and licenses provided by the respective third-party providers. EddyBits does not warrant, support, endorse, or assume responsibility for Non-EddyBits Products. EddyBits is not liable for any defects, deficiencies, or incompatibilities resulting from Non-EddyBits Products.

20. Publicity

EddyBits may use Customer's company name and logo in marketing materials, press releases, customer lists, and website without additional compensation, except where Customer has opted out in writing. Customer may request removal from EddyBits' customer list by contacting EddyBits directly.

21. Term

21.1 Renewal

This Agreement becomes effective upon acceptance and continues for the initial Subscription Term specified in the Quote or Order Form. Upon expiration of the Subscription Term, this Agreement shall automatically renew for successive annual periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

21.2 Termination

Either party may terminate this Agreement for convenience with thirty (30) days' written notice. Upon termination, Customer's rights to use the Products and Services shall immediately cease, and Customer shall return or destroy all Hardware and proprietary materials. Sections regarding payment, confidentiality, intellectual property, and limitation of liability shall survive termination.

22. Warranty and Warranty Disclaimers

22.1 Hardware Warranty

EddyBits warrants that Hardware will be free from defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery. This warranty does not cover damage resulting from misuse, accident, unauthorized repair, or normal wear and tear. EddyBits' sole obligation under this warranty is to repair or replace the defective Hardware.

22.2 Warranty Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 22.1, THE PRODUCTS AND SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. EDDYBITS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EDDYBITS DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

23. Limitation of Liability

23.1

EXCEPT FOR CLAIMS ARISING FROM INTELLECTUAL PROPERTY INFRINGEMENT, CONFIDENTIALITY BREACHES, OR INDEMNIFICATION OBLIGATIONS, AND EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL EDDYBITS' TOTAL LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

23.2

IN NO EVENT SHALL EDDYBITS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, LOSS OF REVENUE, LOSS OF BUSINESS, OR LOSS OF PROFITS, EVEN IF EDDYBITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.3

These limitations apply notwithstanding any failure of essential purpose of any remedy provided herein and to the fullest extent permitted by law.

24. Indemnification

Customer shall indemnify, defend, and hold harmless EddyBits and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data provided by Customer; (b) Customer's use of the Products or Services in violation of this Agreement or applicable law; (c) Customer's combination of the Products or Services with Non-EddyBits Products; or (d) Customer's breach of any representation, warranty, or obligation under this Agreement. EddyBits shall provide Customer with prompt notice of any claim and shall cooperate with Customer in the defense thereof.

25. Governing law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue for any legal proceedings arising out of or related to this Agreement shall be the courts located in Gurugram, India. Both parties consent to the jurisdiction and venue of these courts and waive any objection based on inconvenient forum or improper venue.

26. General Terms

26.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

26.2 Amendment

No amendment or modification of this Agreement is valid unless in writing and signed by both parties or unless expressly authorized by the modification provisions herein.

26.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

26.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, and such failure shall not affect the right to enforce such right or provision at any later time.

26.5 Assignment

Customer shall not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of EddyBits. Any assignment in violation of this provision shall be void. EddyBits may assign its rights and obligations under this Agreement to any successor entity or as part of a merger, acquisition, or sale of assets without Customer's consent.

26.6 No Partnership

This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.

26.7 Notice

Any notice required under this Agreement shall be in writing and delivered by personal delivery, courier, certified mail, or email to the address specified by the parties.

26.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

26.9 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, or government action, provided that the affected party uses commercially reasonable efforts to resume performance.

26.10 Relationship of Parties

EddyBits and Customer are independent entities. Neither party is the agent, representative, or partner of the other, and neither party has the authority to bind or commit the other.

26.11 Third-Party Beneficiaries

This Agreement is for the benefit of the parties and their respective successors and permitted assigns, and no other person or entity has any rights hereunder.

26.12 Costs and Expenses

Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses in connection with this Agreement.

26.13 Survival

The provisions of Sections 5, 6, 13, 14, 15, 16, 17, 19, 22, 23, 24, 25, and 26 shall survive termination or expiration of this Agreement.

26.14 Interpretation

The headings and captions in this Agreement are for convenience only and do not affect interpretation. The use of "including" means "including without limitation." The use of "or" is not exclusive.

26.15 Governing Language

This Agreement is written in English. If translated into other languages for convenience, the English version shall control.

26.16 Compliance with Law

Customer shall comply with all applicable laws, regulations, and requirements in Customer's jurisdiction, including data protection, privacy, export control, and sanctions laws.

26.17 Export Control

The Products and Services may be subject to Indian export control laws and regulations. Customer shall not export or re-export the Products or Services to any restricted countries or entities without proper authorization.

26.18 Feedback and Suggestions

Customer may provide feedback, suggestions, or ideas regarding the Products or Services. EddyBits is free to use any such feedback without restriction and without any obligation to Customer.

26.19 Construction

This Agreement shall be construed fairly in accordance with its terms and shall not be construed more strictly against one party than another.

27. Contact Information

For questions, concerns, or notices regarding this Agreement, please contact EddyBits at:

EddyBits Innovations (PVT) Ltd
Email: info@eddybits.com