TERMS & CONDITIONS (T&Cs)

1. INTRODUCTION & ACCEPTANCE

1.1 These Terms & Conditions ("Terms") constitute a binding legal agreement between SRE360 TECHNOLOGIES PRIVATE LIMITED, CIN: U62099KA2024PTC187788, having its registered office at No. 208-C, 1st Main, 2nd Block, 1st Stage, HBR Layout, Kalyan Nagar, Bengaluru – 560043 ("Company", "We", "Us", "Our"), and any person or entity accessing or using the Opsolute FinOps Platform ("User", "You", "Your").

1.2 These Terms govern Your access to and use of the Opsolute FinOps Platform, including web application, dashboards, APIs, connectors, and related services ("Platform", "Services").

1.3 By accessing, registering, integrating, subscribing to, or using the Platform, You:

• Acknowledge that You have read, understood, and agree to be bound by these Terms; and
• Represent that You have the authority to enter into this agreement (on behalf of Yourself or the entity You represent).

1.4 If You do not agree with these Terms, You must not access or use the Platform.

1.5 These Terms operate alongside and are complementary to the Master Service Agreement (MSA), End User License Agreement (EULA), Privacy Policy, Data Processing Addendum (DPA), and any applicable Order Form. In case of conflict, the order of precedence set out in the MSA shall apply.

2. DEFINITIONS

2.1 "Platform" means the Opsolute FinOps platform, including the SaaS web application, dashboards, APIs, connectors, workflows, scripts, analytics, machine learning models, UI/UX, underlying infrastructure, and integrations (such as AWS, Azure, GCP, Jira, Slack, PagerDuty, Datadog, and other supported tools).

2.2 "Client Data" means all data, including cloud billing data, cost data, cloud utilisation records, tags, metadata, logs, configurations, and other information provided, uploaded, transmitted, or connected by You to the Platform.

2.3 "Confidential Information" means all non-public business, technical, financial, operational, or security-related information disclosed by one party to the other, whether orally, in writing, or electronically, including Client Data and Platform details.

2.4 "Subscription Plan" means the specific SaaS plan, enterprise licence, outcome-based pricing, or other commercial package subscribed to by You, as set out in the applicable Order Form or pricing schedule.

2.5 "Order Form" means any order, proposal, or commercial schedule referencing these Terms or the MSA and specifying Subscription Plan, term, and fees.

2.6 Any capitalised term not defined herein shall have the meaning assigned in the MSA, EULA, or DPA (as applicable).

3. PROVISION OF SERVICES

3.1 Nature of Services. The Platform provides, among other things:

• Multi-cloud visibility (AWS / Azure / GCP)
• Budgeting and forecasting tools
• Cost and usage analytics
• Anomaly detection and alerting
• Automation and governance workflows
• Chargeback / showback capabilities
• FinOps governance dashboards
• Optimisation recommendations and insights
• AI-assisted modelling and scenario analysis

3.2 Service Availability. We will use commercially reasonable efforts to maintain Platform availability in accordance with the applicable Support & Maintenance Policy (SLA). The SLA sets out uptime targets, support channels, and exclusions.

3.3 Modifications & Updates. We may, at Our discretion:

• Enhance, modify, or deprecate features;
• Introduce new modules or integrations;
• Change UI/UX and workflows,

provided such changes do not materially strip away the core functionality of the subscribed Services. We may also introduce additional features that may be subject to separate fees.

3.4 No Professional Advice. Analytics, forecasts, and recommendations generated by the Platform are informational and advisory in nature. They do not constitute financial, legal, tax, or professional advice. You remain solely responsible for validating and implementing any decision in Your cloud environment.

4. ACCOUNT REGISTRATION & ELIGIBILITY

4.1 Eligibility. The Platform is intended for business and professional use only. By using the Platform, You represent that You:

• Are at least 18 years of age; and
• Have the legal capacity and authority to bind the entity on whose behalf You use the Platform.

4.2 Account Creation. You may be required to create an account and provide accurate, complete, and current information. You agree to keep this information updated.

4.3 Credentials & Security. You are responsible for:

• Maintaining confidentiality of usernames, passwords, API keys, and tokens;
• Ensuring only authorised personnel access the Platform;
• Immediately notifying Us of any suspected unauthorised access or misuse.

You are liable for all actions taken under Your account, whether authorised or not.

5. LICENSE & USE RIGHTS

5.1 License Grant. Subject to these Terms and timely payment of applicable fees, We grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for Your internal business operations during the applicable Subscription Plan.

5.2 Prohibited Uses. You shall not, and shall ensure Your users do not:

• Copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive source code, underlying algorithms, or models;
• Bypass, interfere with, or disable any security, access control, metering, or billing mechanisms;
• Resell, rent, lease, sublicense, or otherwise provide access to third parties (including affiliates) unless expressly authorised in writing;
• Use the Platform (or derived outputs) to develop, train, or benchmark competing products or services;
• Use bots, scrapers, or automated tools to query or extract data from the Platform beyond intended APIs;
• Remove, obscure, or alter any proprietary notices, trademarks, or copyright statements;
• Upload malware, malicious code, or content that is unlawful, infringing, or harmful;
• Use the Platform for any illegal, fraudulent, or unauthorised purpose.

5.3 Suspension & Restriction. We may, with or without prior notice, suspend or limit Your access if:

• Fees are overdue beyond the permitted grace period;
• We detect security threats, suspected fraud, or misuse;
• Your use violates these Terms, the MSA, EULA, SLA, or applicable law;
• Excessive API calls or unusual activity threaten Platform integrity.

We will, where commercially reasonable, notify You of such suspension and, where applicable, restore access once the underlying issue is resolved.

6. PAYMENT TERMS

6.1 Fees. Fees payable for access to the Platform are as per the applicable Subscription Plan, enterprise agreement, or outcome-based pricing specified in the relevant Order Form.

6.2 Invoices & Due Date. Unless stated otherwise:

• Fees are invoiced in advance (monthly/quarterly/annually, as applicable);
• All invoices are payable within seven (7) days from invoice date;
• Fees are exclusive of applicable taxes (GST/VAT/withholding), which shall be borne by You.

6.3 Late Payments. If You fail to pay by the due date:

• Interest may be charged at 18% per annum, calculated on a monthly compounding basis until payment;
• We may suspend or restrict access if payment remains overdue beyond thirty (30) days.

6.4 No Refunds. Except where expressly agreed in a written, signed addendum, all fees are non-refundable, including where You discontinue use before the end of the Subscription Term.

7. DATA OWNERSHIP, USAGE & SECURITY

7.1 Ownership of Client Data. You retain all rights, title, and interest in and to Your Client Data. We do not claim ownership over Client Data.

7.2 License to Process Client Data. You grant Us a limited, non-exclusive, worldwide license to:

• Access, process, store, and use Client Data to provide and improve the Services;
• Generate analytics, dashboards, recommendations, and forecasts;
• Create anonymised and aggregated datasets for analytics, benchmarking, AI model training, and product enhancement, provided such datasets do not identify You or any Data Subject.

7.3 Platform & IP Ownership. We retain all rights, title, and interest in:

• The Platform, its software, source code, algorithms, models, UI/UX, and Documentation;
• Any improvements, enhancements, or derivative works;
• Our trademarks, logos, and brand elements.

No implied licences are granted except those expressly stated.

7.4 Data Security. We implement commercially reasonable technical and organisational measures, which may include:

• AES-256 encryption at rest;
• TLS 1.3 (or equivalent) encryption in transit;
• Role-based access control and IAM;
• Secure credential vaulting and key management;
• Multi-region redundancy and backup practices.

7.5 Data Locations. Client Data may be processed or stored in secure cloud regions such as India, UAE, Singapore, and select EU regions, subject to applicable data protection laws and any DPA executed between Us.

7.6 Data Retention & Deletion. Upon termination or expiry of the Subscription Plan:

• Client Data will typically be retained in active form for up to thirty (30) days to enable export;
• Thereafter, it shall be deleted or anonymised, subject to legal retention requirements and Our DPA.

8. CONFIDENTIALITY

8.1 Mutual Obligations. Each Party agrees to:

• Maintain the confidentiality of the other Party's Confidential Information;
• Use such information solely for purposes of performing or receiving the Services;
• Restrict disclosure to employees, contractors, or advisors with a strict need-to-know and bound by confidentiality obligations no less stringent.

8.2 Exclusions. Information shall not be deemed Confidential Information if it:

• Is or becomes publicly available without breach;
• Is lawfully received from a third party without restrictions;
• Is independently developed without reference to the other Party's Confidential Information;
• Must be disclosed pursuant to law, regulation, or court order (with prompt notice to the extent permitted).

8.3 Survival. Confidentiality obligations survive for five (5) years after termination or expiration of these Terms, and indefinitely for trade secrets and security-sensitive information.

9. WARRANTIES & DISCLAIMERS

9.1 No Guarantee of Savings or Outcomes. You acknowledge and agree that:

• All optimisation, anomaly detection, and cost recommendations are advisory;
• We do not guarantee any particular cost savings, budget adherence, or financial outcomes;
• Accuracy of cost and usage data is dependent on Cloud Providers, which We do not control.

9.2 Third-Party Data & Integrations. We are not responsible for:

• Billing inaccuracies, delays, or outages of AWS, Azure, GCP or any other Cloud Provider;
• Unavailability, errors, or changes in third-party tools (Jira, Slack, PagerDuty, Datadog, etc.);
• Any decisions You take based on such data or integrations.

9.3 General Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY, COMPLETENESS, OR RELIABILITY;
• UNINTERRUPTED OR ERROR-FREE OPERATION.

10. LIMITATION OF LIABILITY

10.1 Maximum Aggregate Liability. To the fullest extent permitted by law, Our aggregate liability arising out of or in connection with these Terms (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees actually paid by You to Us for the Services under the applicable Subscription Plan in the six (6) months immediately preceding the event giving rise to the claim.

10.2 Excluded Damages. We shall under no circumstances be liable for:

• Loss of profits, revenue, or anticipated savings;
• Loss or corruption of data;
• Loss of business, contracts, or opportunities;
• Cloud vendor or third-party outages, errors, or delays;
• Any indirect, incidental, special, exemplary, punitive, or consequential damages.

10.3 Applicability. These limitations and exclusions:

• Apply regardless of the form of action;
• Survive termination or expiry of these Terms;
• Apply to the fullest extent permitted under applicable law.

11. INDEMNITY

11.1 User Indemnity. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your misuse of the Platform or violation of these Terms;
• Any Client Data that is unlawful, infringing, or in breach of third-party rights;
• Your breach of applicable laws or Cloud Provider terms;
• Unauthorised or negligent use of Your accounts by You or Your personnel.

12. TERMINATION

12.1 Termination by User. You may terminate Your Subscription in accordance with the MSA or Order Form, typically by giving at least thirty (30) days' prior written notice, subject to payment of all outstanding fees. Fees already paid remain non-refundable.

12.2 Termination/Suspension by Company. We may, without liability, terminate these Terms or suspend access (in whole or part) if:

• You breach these Terms, the MSA, EULA, or applicable laws and fail to cure within the notified cure period (if any);
• You engage in unlawful or fraudulent use of the Platform;
• Payments remain overdue beyond thirty (30) days;
• Your use causes or threatens security, operational, or reputational risk.

12.3 Effect of Termination. Upon termination:

• Your right to access and use the Platform shall immediately cease;
• All outstanding fees (including any interest) become immediately due and payable;
• Client Data shall be handled in accordance with Clause 7.6 and the DPA (if applicable).

13. GOVERNING LAW & DISPUTE RESOLUTION

13.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of India.

13.2 Exclusive Jurisdiction for Interim Relief. Subject to the arbitration provisions below, the courts at Bengaluru, Karnataka, India shall have exclusive jurisdiction for any applications for interim or conservatory relief (including under Section 9 of the Arbitration and Conciliation Act, 1996).

13.3 Compulsory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, including their existence, validity, interpretation, performance, breach, or termination ("Dispute"), shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

13.4 Seat, Venue & Language.

• Seat & Venue: Bengaluru, Karnataka, India
• Language: English

13.5 Appointment of Sole Arbitrator (Panel Controlled by Company).

• The arbitral tribunal shall consist of a sole arbitrator.
• Within ten (10) days of a Party invoking arbitration, the Company shall provide a panel of three (3) independent and impartial arbitrators.
• The User shall select one arbitrator from the panel within seven (7) days of receipt.
• If the User fails to select within such period, the Company shall be entitled to appoint the sole arbitrator from the same panel.
• The arbitrator shall not be an employee, director, or person having a controlling interest in the Company.

13.6 Confidentiality of Proceedings. All arbitration proceedings, filings, and awards shall be confidential, except to the extent disclosure is required for enforcement or by law.

13.7 Final & Binding Award. The arbitral award shall be final and binding on both Parties and enforceable in any court of competent jurisdiction, subject only to challenge under Section 34 of the Arbitration and Conciliation Act, 1996.

14. MISCELLANEOUS

14.1 Assignment. You may not assign or transfer these Terms or any rights/obligations hereunder without Our prior written consent. We may assign or transfer Our rights and obligations to an Affiliate or successor in interest (e.g. in connection with merger/acquisition) without requiring Your consent.

14.2 Force Majeure. We shall not be liable for any failure or delay in performance (other than payment obligations) due to events beyond Our reasonable control, including natural disasters, war, riots, strikes, government actions, power/internet outages, or failures of Cloud Providers ("Force Majeure Event").

14.3 Entire Agreement. These Terms, together with the MSA, EULA, Privacy Policy, DPA, SLA, and applicable Order Forms, constitute the entire agreement between You and Us with respect to the subject matter and supersede all prior oral or written understandings.

14.4 Amendments. We may update these Terms from time to time. Where required by law or contract, We will notify You of material changes. Continued use of the Platform after the effective date of updated Terms constitutes Your acceptance of such changes.

14.5 No Waiver. No failure or delay by either Party in exercising any right under these Terms shall constitute a waiver of that right.

14.6 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.