Terms of Service

Introduction and Acceptance

These Terms of Service ("Terms") are a legally binding agreement between Samay Invotech Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at GG-1 Rd, 87A, Vikaspuri, New Delhi 110018, India, CIN U62099DL2024PTC435317 ("Samay", "we", "us", or "our"), and the business entity that subscribes to, registers for, or uses the Service ("Customer", "you", or "your").

The Terms govern your access to and use of the Samay Cyber Pulse platform, admin portal, mobile applications, application programming interfaces, per-tenant infrastructure, and all related services (together, the "Service").

By registering for an account, accessing the admin portal, enrolling any device, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and by any documents expressly incorporated by reference (including the Privacy Policy and any Order Form). If you do not agree, do not use the Service.

The individual accepting these Terms represents and warrants that they are duly authorised to bind the Customer to these Terms. The Service is intended solely for business and organisational use; it is not offered to consumers for personal, family, or household purposes.

Definitions

• "Authorised User" — an employee, contractor, or agent of the Customer whom the Customer authorises to access the admin portal on the Customer's behalf.
• "Worker" — a field worker, employee, or other individual of the Customer whose device is enrolled into the Service and whose internet access is filtered or enforced through the Service.
• "Order Form" — any quotation, order, subscription plan, or written proposal issued by Samay and accepted by the Customer that specifies the plan, seat count, term, and fees.
• "Personal Data" — has the meaning given in the Digital Personal Data Protection Act, 2023 ("DPDP Act").
• "Customer Data" — all data submitted to, or generated by the Customer's use of, the Service, including Worker records and DNS query metadata attributable to the Customer's tenant.
• "Documentation" — the user guides and materials made available by Samay describing the Service.

The Service

Samay Cyber Pulse is a multi-tenant DNS security and digital-enforcement platform that enables the Customer to manage internet access, block or allow applications and websites, and apply time-based (shift-hours) enforcement policies to the devices of its Workers, together with related monitoring, reporting, and diagnostic features.

Scope of availability. Features are provided as described in the Documentation and the applicable Order Form. Samay may add, modify, or discontinue features over time. Some features (for example, the availability of applications on particular mobile operating systems) may vary; where the Documentation states that a feature is "in development" or forthcoming, it is not part of the current Service and is not warranted.

No guarantee of infallibility. The Customer acknowledges that no internet-filtering, DNS, or enforcement technology is capable of blocking, detecting, or preventing every possible category of content, application, protocol, or circumvention technique, and that determined end-users may attempt to bypass controls. Samay applies commercially reasonable methods but does not warrant that the Service will block all content or prevent all circumvention, and the Service is not a substitute for the Customer's own supervision, policies, and legal compliance.

Customer infrastructure. Where the Service is delivered through per-tenant infrastructure, that infrastructure is operated by or on behalf of Samay as part of the Service; the Customer receives a right to use it during the term and acquires no ownership interest in it.

Accounts, Access, and Security

The Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under its account and those of its Authorised Users.

The Customer must ensure that its Authorised Users comply with these Terms. The Customer is responsible for the acts and omissions of its Authorised Users and Workers as if they were its own.

The Customer must notify Samay promptly at hello@samayinvotech.com of any known or suspected unauthorised use of, or access to, the account.

Samay may suspend access immediately where it reasonably believes that continued access poses a security risk to the Service or to other customers.

Customer Responsibilities and Acceptable Use

Lawful basis and notice to Workers. The Customer is solely responsible for ensuring that its use of the Service — including the enrolment of devices and the monitoring and enforcement of Worker internet access — is lawful. The Customer represents and warrants that, in respect of every enrolled device and Worker, it has:

• a valid lawful basis under the DPDP Act and all other applicable laws (including, where relied upon, the legitimate/employment-purposes grounds) to carry out such monitoring and enforcement;
• provided all notices to, and obtained all consents or authorisations from, its Workers that applicable law, its employment contracts, and its internal policies require; and
• the legal right to manage and enforce policies on each enrolled device (whether company-owned or personally-owned under a documented "bring your own device" arrangement).

Acceptable Use. The Customer shall not, and shall not permit any Authorised User or Worker to, use the Service to:

• violate any applicable law, including the Information Technology Act, 2000, the DPDP Act, or applicable labour laws;
• unlawfully surveil, harass, intimidate, discriminate against, or retaliate against any individual;
• monitor any device or individual that the Customer is not legally entitled to monitor;
• infringe the intellectual property, privacy, or other rights of any third party;
• introduce malware, or attempt to gain unauthorised access to, disrupt, reverse engineer, decompile, or probe the Service or its underlying infrastructure, except to the limited extent such restriction is prohibited by applicable law;
• resell, sublicense, or make the Service available to any third party except the Customer's own Workers as intended; or
• exceed the seat count or scope set out in the applicable Order Form.

Sole responsibility. As between the parties, the Customer is solely responsible for its policies, the configuration it chooses, the categories and applications it elects to block or allow, and the consequences of those choices for its Workers and business. Samay is a technology provider and does not advise on, and is not responsible for, the Customer's employment, disciplinary, or human-resources decisions.

Samay may suspend or terminate access to any Worker device or Authorised User that it reasonably determines is being used in breach of this section.

Fees, Prepaid Billing, and Taxes

All Services are prepaid. The Customer shall pay all fees in advance for the subscription term specified in the applicable Order Form or plan. The Service (or the relevant term) is activated only upon Samay's receipt of the applicable fees in full.

No auto-renewal. Subscriptions do not renew automatically. Access continues only until the end of the paid term. To continue using the Service after the current term, the Customer must actively renew and pay the applicable fees before the term expires. If the Customer does not renew, access to the Service will lapse at the end of the paid term and the Service will be suspended and thereafter terminated in accordance with Suspension & Termination.

Effect of non-payment / non-renewal. Because the Service is prepaid and operates through automated processing without manual intervention, failure to renew or pay by the end of the paid term will cause the Service to stop automatically, and the Customer's Service environment (including its dedicated server and all associated logs and data) will be deleted within thirty (30) days. After deletion, no logs or data will be available or recoverable. It is the Customer's responsibility to export or renew before expiry.

Non-refundable. All fees are non-refundable, except where a refund is required by mandatory applicable law. In particular:

• fees paid for a term are not refundable in whole or in part upon cancellation, non-use, downgrade, reduction in seat count, suspension, or termination; and
• if the Customer cancels or does not renew, the Customer retains access only until the end of the already-paid term, after which access ceases with no refund of any prepaid or unused amount.

Taxes. All fees are exclusive of taxes. The Customer is responsible for all applicable taxes, including Goods and Services Tax (GST), levies, and duties, other than taxes based on Samay's net income. Samay's GSTIN is 07ABOCS0946B1ZD.

Price changes. Samay may revise its fees for future terms. Any revised fees apply from the Customer's next renewal; they do not affect a term already paid for.

Seat count. Fees are based on the seat count or plan in the Order Form. Additional seats or upgrades require payment of the applicable additional prepaid fees before they take effect.

Order Form required. A subscription commences only once the parties have agreed a written Order Form or quotation and Samay has received payment in full; deal closure and financial processing are completed before the Service is activated.

Free trial. Where Samay offers a free trial, it is limited to up to seven (7) days, is provided strictly "as is" without any warranty or SLA, and may be modified, suspended, or terminated by Samay at any time. No fees are charged and no refund arises in respect of a trial. The trial converts to a paid subscription only upon the Customer agreeing an Order Form and paying the applicable prepaid fees; otherwise the trial environment and its data are deleted at the end of the trial.

Data Protection and Privacy (DPDP Act, 2023)

Roles of the parties. In respect of the Personal Data of Workers processed through the Service, the Customer is the Data Fiduciary and Samay is the Data Processor, each as understood under the DPDP Act. Samay processes such Personal Data only on behalf of, and in accordance with the documented instructions of, the Customer, as set out in these Terms, the Order Form, and any Data Processing Addendum ("DPA").

Customer (Data Fiduciary) obligations. The Customer, as Data Fiduciary, is responsible for: determining the purposes of processing; establishing and maintaining a valid lawful basis; issuing any notices to and, where required, obtaining consents from Workers (Data Principals); and responding to Data Principal rights requests.

Samay (Data Processor) obligations. Samay shall: (a) process Personal Data only for the purpose of providing the Service and on the Customer's documented instructions; (b) implement reasonable security safeguards designed to protect Personal Data as required under the DPDP Act and its rules; (c) impose confidentiality obligations on personnel with access to Personal Data; and (d) engage sub-processors only as necessary to provide the Service and under obligations consistent with this section.

Personal Data breach. Samay shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting the Customer's Personal Data, and shall provide information reasonably available to it to assist the Customer in meeting the Customer's own breach-notification obligations to the Data Protection Board of India and affected Data Principals within the timelines prescribed by applicable law.

Retention and deletion. Samay retains Personal Data for the periods described in its Privacy Policy and Documentation, or as instructed by the Customer. Upon expiry or termination of the Service, Samay will delete or return Customer Personal Data in accordance with its published retention and deletion practices, save where retention is required by applicable law.

Privacy Policy. The collection, use, retention, and protection of Personal Data are further described in Samay's Privacy Policy, which is incorporated into these Terms by reference. Where a separate DPA is executed between the parties, it governs in the event of any conflict on data-protection matters.

Aggregated and de-identified data. Samay may generate and use aggregated, anonymised, or de-identified statistical data derived from operation of the Service (which does not identify the Customer, any Authorised User, or any Worker) for the purposes of operating, securing, and improving the Service.

Sub-processors. Samay engages a limited set of infrastructure sub-processors solely to operate the Service (for example, cloud hosting, DNS and connectivity, transactional email, and push-notification and crash-diagnostics providers). Samay does not sell, rent, or disclose Customer Personal Data to any party for advertising, marketing, or profiling. The current sub-processors are listed in the Privacy Policy, which Samay may update from time to time as described there.

Customer backup responsibility. The Service is not a data-backup or archival service. The Customer is responsible for retaining its own independent records of any Customer Data it requires. Samay retains and deletes data only as described above and in the Privacy Policy, and, to the maximum extent permitted by law, is not liable for any loss of Customer Data.

Intellectual Property

The Service, including all software, infrastructure design, user interfaces, Documentation, trademarks, and all related intellectual property rights, is and remains the exclusive property of Samay and its licensors. "Samay", "Samay Cyber Pulse", and associated logos are marks of Samay Invotech Private Limited.

Subject to these Terms and payment of the applicable fees, Samay grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the paid term solely for the Customer's internal business purposes.

No rights are granted except as expressly set out in these Terms. The Customer shall not remove or obscure any proprietary notices, and shall not copy, modify, create derivative works of, or reverse engineer any part of the Service except as permitted by mandatory law.

Feedback. If the Customer provides suggestions or feedback about the Service, Samay may use it without restriction and without obligation to the Customer.

Customer Data. As between the parties, the Customer retains all rights in Customer Data. The Customer grants Samay a worldwide, non-exclusive licence to host, process, transmit, and display Customer Data solely as necessary to provide the Service and as permitted by the Data Protection section above.

Confidentiality

Each party may receive non-public information of the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party shall protect the other's Confidential Information with at least the same care it uses for its own (and no less than reasonable care) and shall not use or disclose it except to provide the Service or exercise rights under these Terms.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without confidentiality obligations, or is independently developed. A party may disclose Confidential Information where required by law, giving reasonable prior notice where lawful.

Service Availability, Warranties, and Disclaimers

Availability / SLA. The Service is provided by default on a single dedicated server (VPS) per Customer, without a backup or high-availability option. For this default configuration, Samay targets a monthly availability of 98.5%, measured excluding scheduled or emergency maintenance and factors beyond Samay's reasonable control (see Force Majeure). Customers requiring higher availability, redundancy, or backup must request and purchase the applicable add-on for an additional fee; any enhanced commitment applies only if set out in a written Order Form or SLA. This target is a service objective and not a warranty; the Customer's remedies are limited as set out in these Terms.

"As is". Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and Samay disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, secure, or that it will block or prevent all undesired content, applications, or circumvention, to the maximum extent permitted by law.

Suspension and Termination

Expiry (prepaid). As the Service is prepaid and does not auto-renew, the Service stops at the end of the paid term if not renewed, and the Customer's Service environment and data are deleted within thirty (30) days as described in Fees & Billing, after which no logs or data are recoverable.

Termination for cause. Either party may terminate these Terms if the other commits a material breach that remains uncured for thirty (30) days after written notice. Samay may suspend or terminate immediately, without a cure period, where the Customer breaches Acceptable Use, payment, or intellectual property obligations, or where required to protect the Service, other customers, or comply with law.

Effect of termination. Upon termination or expiry: (a) all rights granted to the Customer cease; (b) the Customer must stop using the Service; (c) Samay may deactivate the Customer's tenant, Authorised Users, and enrolled Worker devices; and (d) Samay will handle Customer Personal Data in accordance with the Data Protection section. No refund of any prepaid fees is due on termination or expiry.

Survival. The Fees (in respect of accrued fees), Data Protection, Intellectual Property, Confidentiality, the "As Is" disclaimer, Limitation of Liability, Indemnification, Force Majeure, and Governing Law through General sections survive termination.

Limitation of Liability

Exclusion of indirect damages. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

Liability cap. To the maximum extent permitted by law, Samay's total aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Customer to Samay for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Customer-side risks. Without limiting the above, Samay shall not be liable for: (a) the Customer's failure to obtain any required consent from, or give any required notice to, its Workers; (b) the Customer's configuration choices or enforcement decisions; (c) any circumvention of the Service by an end-user; or (d) any consequence of the Customer's or a Worker's device, network, or third-party services.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

Indemnification

The Customer shall defend, indemnify, and hold harmless Samay, its directors, officers, employees, and agents from and against any and all claims, demands, proceedings, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's use of the Service; (b) the Customer's breach of these Terms, including Acceptable Use; (c) the Customer's monitoring or enforcement of any device or Worker, or its failure to provide any required notice to or obtain any required consent from Workers; (d) Customer Data; or (e) the Customer's violation of any law or any third-party right.

Samay shall promptly notify the Customer of any such claim, allow the Customer to control the defence (provided any settlement that imposes obligations on Samay requires Samay's prior written consent), and provide reasonable cooperation at the Customer's expense.

Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, failures of the internet, telecommunications, cloud, or power infrastructure, or denial-of-service attacks.

Changes to the Terms and the Service

Samay may update these Terms from time to time. Where changes are material, Samay will provide reasonable notice (for example, by email to the Customer's registered contact or by notice within the admin portal). Continued use of the Service after the effective date of the updated Terms constitutes acceptance. If the Customer does not agree to the updated Terms, its sole remedy is to stop using the Service; no refund is due.

Samay may modify or discontinue features of the Service as described in The Service.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter are governed by and construed in accordance with the laws of India.

Subject to Dispute Resolution, the courts at New Delhi, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

Dispute Resolution and Arbitration

The parties shall first attempt to resolve any dispute amicably through good-faith discussions between senior representatives within thirty (30) days of written notice of the dispute.

Any dispute not so resolved shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties. The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration shall be English. The arbitral award shall be final and binding.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, including to protect its intellectual property or Confidential Information.

Notices

Notices to Samay must be sent to hello@samayinvotech.com and, where a postal address is required, to GG-1 Rd, 87A, Vikaspuri, New Delhi 110018, India.

Notices to the Customer may be sent to the email address associated with the Customer's account or displayed within the admin portal. Notices are deemed received on the day of sending if sent by email on a business day, or otherwise on the next business day.

General

Entire agreement. These Terms, together with the Privacy Policy, any DPA, and any Order Form, constitute the entire agreement between the parties and supersede all prior agreements and understandings on the subject matter. In the event of conflict, the order of precedence is: (1) a signed DPA (for data-protection matters); (2) a signed Order Form; (3) these Terms; (4) the Privacy Policy.

Assignment. The Customer may not assign or transfer these Terms without Samay's prior written consent. Samay may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

Waiver. No failure or delay in exercising any right operates as a waiver of it.

No third-party beneficiaries. These Terms do not confer any rights on any person other than the parties.

Relationship. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.

Language. These Terms are drafted in English, which is the controlling language for all purposes.

Publicity. Samay may identify the Customer as a customer and use the Customer's name and logo on its website and in marketing materials for the purpose of promoting the Service. The Customer may opt out at any time by written notice to hello@samayinvotech.com, after which Samay will cease new such use within a reasonable period.

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