Terms & Conditions

These Terms and Conditions (“Agreement”) govern your access to and use of the software-as-a-service platform and related services (“Services”) provided by Tonion Private Limited (“Tonion”, “we”, “us”, or “our”). By clicking “I Agree”, executing an Order Form, or otherwise accessing or using the Services, you (“Customer”, “you”, or “your”) agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

1. Definitions

For purposes of this Agreement:

• “Authorized User” means an individual employee, contractor, or agent of Customer who is permitted to access and use the Services on Customer’s behalf.
• “Customer Data” means any data, content, or information submitted to the Services by Customer or its Authorized Users.
• “Documentation” means any technical and functional specifications, user guides, and help materials made available by Tonion.
• “Order Form” means any order form, statement of work, or purchasing document executed by the parties that references this Agreement.
• “Subscription Term” means the period during which Customer is authorized to access the Services, as specified in the applicable Order Form.
• “Usage Data” means aggregated, de-identified data derived from Customer’s use of the Services that does not identify Customer or any individual.

2. License Grant and Restrictions

2.1 License Grant

Subject to the terms and conditions of this Agreement, Tonion grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes in accordance with the Documentation and any applicable Order Form.

2.2 Restrictions

Customer shall not, and shall ensure that Authorized Users do not:

1. Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the Services available to any third party;
2. Modify, translate, adapt, or create derivative works based on the Services or Documentation;
3. Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Services;
4. Access the Services to build a competitive product or service or to benchmark against a third-party product;
5. Remove or obscure any proprietary notices on the Services or Documentation;
6. Use the Services to store or transmit any content that is unlawful, harmful, or in violation of applicable law;
7. Circumvent or disable any security or access control features of the Services.

3. User Accounts and Security

3.1 Account Registration

Customer must register for an account to access the Services. Customer agrees to provide accurate, current, and complete information during registration and to keep such information updated. Each Authorized User must have unique login credentials; shared credentials are not permitted.

3.2 Account Security

Customer is solely responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer’s account. Customer shall immediately notify Tonion at legal@tonion.ai of any actual or suspected unauthorized use of or access to Customer’s account.

3.3 Authorized Users

Customer is responsible for the acts and omissions of its Authorized Users in connection with the Services. Customer shall ensure that Authorized Users comply with this Agreement and shall promptly revoke access for any Authorized User who no longer requires access or who violates this Agreement.

4. Acceptable Use Policy

Customer agrees to use the Services only for lawful purposes. Prohibited activities include but are not limited to:

• Uploading, transmitting, or processing data that infringes any intellectual property right or any right of privacy;
• Introducing viruses, malware, ransomware, or other malicious code into the Services;
• Conducting denial-of-service attacks or attempting to gain unauthorized access to any system;
• Using the Services to process personal data in violation of applicable privacy laws, including GDPR and CCPA;
• Engaging in any activity that interferes with or disrupts the integrity or performance of the Services;
• Using the Services in any manner that violates applicable export control or sanctions regulations.

Tonion reserves the right to suspend access to the Services immediately and without notice if Customer or any Authorized User engages in conduct that Tonion reasonably believes violates this policy or poses a risk to the Services, Tonion, or third parties.

5. Fees, Payment, and Taxes

5.1 Fees

Customer agrees to pay all fees set forth in the applicable Order Form (“Fees”). All Fees are non-refundable except as expressly provided in this Agreement. Tonion reserves the right to modify Fees for renewal Subscription Terms upon at least thirty (30) days’ prior written notice.

5.2 Payment Terms

Unless otherwise specified in the Order Form, invoices are due and payable within thirty (30) days of the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Tonion may suspend Services if any undisputed payment is overdue by more than fifteen (15) days.

5.3 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable Goods and Services Tax (GST), withholding tax, or other statutory levies under Indian law, excluding taxes on Tonion’s net income. Where Tonion is required to collect or remit such taxes, they will be added to the applicable invoice. Customer shall provide a valid GSTIN where applicable.

6. Intellectual Property Rights

6.1 Ownership of Services

Tonion and its licensors retain all right, title, and interest in and to the Services, Documentation, and all underlying technology, software, algorithms, models, and intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

6.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants Tonion a limited, non-exclusive license to use Customer Data solely as necessary to provide and improve the Services during the Subscription Term, in accordance with our Privacy Policy.

6.3 Feedback

If Customer provides Tonion with any suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”), Tonion may freely use and incorporate such Feedback into its products and services without restriction or obligation to Customer.

6.4 Usage Data

Tonion may collect and use Usage Data to operate, maintain, and improve the Services and for internal analytics purposes. Tonion will not share Usage Data externally in a manner that identifies Customer.

7. Confidentiality

7.1 Obligations

Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature (“Confidential Information”). Each party agrees to: (i) protect the other’s Confidential Information with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); and (ii) use the Confidential Information solely to exercise rights and fulfill obligations under this Agreement.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no fault of the Receiving Party;
• Was rightfully known to the Receiving Party without restriction before disclosure;
• Is rightfully disclosed to the Receiving Party by a third party without restriction;
• Is independently developed by the Receiving Party without use of the Confidential Information;
• Is required to be disclosed by applicable law or court order, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party where permitted by law.

8. Data Protection and Privacy

Tonion’s collection and use of personal data in connection with the Services is governed by theTonion Privacy Policy, incorporated herein by reference. Both parties shall comply with applicable Indian data protection laws, including the Digital Personal Data Protection Act, 2023 (“DPDP Act”) and the Information Technology Act, 2000 and its rules. Where Tonion processes personal data on behalf of Customer as a data processor, the parties shall enter into a Data Processing Agreement (“DPA”) which shall supplement this Agreement. To the extent of any conflict between the DPA and this Agreement with respect to personal data processing, the DPA shall control.

9. Service Levels and Support

Tonion will use commercially reasonable efforts to make the Services available in accordance with the service level commitments set forth in the applicable Order Form or Service Level Agreement (“SLA”), if any. Scheduled maintenance windows, events beyond Tonion’s reasonable control (including third-party service failures, internet disruptions, or force majeure events), and Customer-caused issues are excluded from SLA calculations.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal authority to enter into this Agreement;
• Its execution and performance of this Agreement will not violate any applicable law or any agreement with a third party.

10.2 Tonion Warranty

Tonion warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. Customer’s sole remedy for breach of this warranty is, at Tonion’s option, correction of the defect or termination of the affected Order Form and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Tonion Private Limited DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Tonion Private LimitedDOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO Tonion Private Limited IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11.3 Exceptions

The limitations in this Section 11 do not apply to: (i) a party’s indemnification obligations; (ii) a party’s gross negligence or willful misconduct; (iii) Tonion’s unauthorized use of Customer Data; or (iv) liability that cannot be limited by applicable law.

12. Indemnification

12.1 Indemnification by Tonion

Tonion shall defend Customer against any third-party claim alleging that the Services, as provided byTonion and used in accordance with this Agreement, infringe such third party’s intellectual property rights. Tonion shall indemnify Customer for damages finally awarded against Customer, or agreed to in a settlement approved by Tonion, in connection with such claims.

12.2 Indemnification by Customer

Customer shall defend Tonion against any third-party claim arising out of: (i) Customer Data; (ii) Customer’s or any Authorized User’s breach of this Agreement; or (iii) Customer’s violation of applicable law. Customer shall indemnify Tonion for damages finally awarded againstTonion, or agreed to in a settlement approved by Customer, in connection with such claims.

12.3 Conditions

The indemnifying party’s obligations are conditioned on the indemnified party: (i) providing prompt written notice of the claim; (ii) granting the indemnifying party sole control over the defense and settlement; and (iii) providing reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes liability or restrictions on the indemnified party without prior written consent.

13. Term and Termination

13.1 Term

This Agreement commences on the date Customer first accepts it and continues until the expiration or termination of all Subscription Terms. Each Subscription Term shall auto-renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

13.2 Termination for Cause

Either party may terminate this Agreement (or any Order Form) for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice. Either party may terminate immediately upon written notice if the other party: (i) becomes insolvent or makes an assignment for the benefit of creditors; (ii) is subject to bankruptcy, liquidation, or similar proceedings; or (iii) ceases to operate in the ordinary course of business.

13.3 Effect of Termination

Upon termination or expiration: (i) all rights granted to Customer under this Agreement immediately terminate; (ii) Customer shall cease all use of the Services; and (iii) each party shall return or destroy the other’s Confidential Information upon request. Tonion will make Customer Data available for export for thirty (30) days following termination, after which Tonion may delete it without liability.

14. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000, without regard to conflict of law principles.

14.1 Negotiation

Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute through good-faith senior-level negotiation for a period of thirty (30) days from the date of written notice of the dispute.

14.2 Arbitration

If the dispute is not resolved through negotiation, it shall be finally settled by binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or if the parties cannot agree, appointed in accordance with the said Act. The seat and venue of arbitration shall be Bengaluru, Karnataka, India. Proceedings shall be conducted in English. The arbitral award shall be final and binding on both parties.

14.3 Jurisdiction

Subject to Section 14.2, the parties submit to the exclusive jurisdiction of the courts at Bengaluru, Karnataka, India. Nothing in this section prevents either party from seeking emergency injunctive or interim relief from a competent court.

15. General Provisions

• Entire Agreement. This Agreement, together with all Order Forms and any incorporated policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.
• Amendment. Tonion may update these Terms from time to time. Material changes will be communicated via email or in-app notice at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.
• Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
• Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Assignment. Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is void.
• Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet outages, or third-party service failures, provided the affected party gives prompt notice.
• Notices. Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses on file. Notices to Tonion must be sent to legal@tonion.ai.
• Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
• Export Compliance. Customer agrees to comply with all applicable export control laws and regulations, including those administered by the Directorate General of Foreign Trade (DGFT) and any applicable Indian Foreign Trade Policy, in connection with its use of the Services.
• Government Procurement. If Customer is a Government of India entity or a public sector undertaking, use of the Services shall be subject to applicable procurement regulations, including the General Financial Rules (GFR) and any applicable Ministry of Electronics and Information Technology (MeitY) guidelines.

Questions about these Terms? Contact us at legal@tonion.ai.