COSGrid Networks Terms and Conditions

IMPORTANT - PRIOR TO CONTINUING REGISTRATION, PLEASE CAREFULLY READ THIS AGREEMENT FOR COSGrid Networks Terms and Conditions,"BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE INDICATING YOUR ACCEPTANCE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (REFERRED TO AS "ORDERING DOCUMENT"), YOU AGREE TO ADHERE TO AND BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE REGISTERING ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN SUCH A SCENARIO, THE TERMS "YOU" AND "YOUR" REFER TO SAID ENTITY. IF YOU LACK SUCH AUTHORITY OR DISAGREE WITH ANY OF THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, PLEASE SELECT THE "I DECLINE" BUTTON AND REFRAIN FROM USING THE SERVICES

A. Definitions

In this Agreement, the terms "You" and "Your" refer to the individual or entity that has placed an order for products from COSGrid Networks or its authorized distributor or partner, as evidenced by the execution of the accompanying ordering document. The term "Products" collectively refers to all COSGrid Networks' SaaS, software, hardware, support programs (including upgrades), and any other services provided by COSGrid Networks as specified in the ordering document. The term "Program Documentation" refers to the user manual and any other materials provided by COSGrid Networks as part of the product stack. The term "Users" refers to individuals authorized by You or on Your behalf to use the services as defined in the ordering document. The term "Your Data" refers to the data provided by You that resides in Your services environment. The term "Ordering Document" refers to the document signed by the parties that accompanies and incorporates this Agreement, including the services policies and any other referenced or incorporated documents

B. Applicability of Agreement

This Agreement, titled "COSGrid Networks Terms and Conditions," is applicable to the ordering document with which it is associated.

C. Rights Granted

Upon COSGrid Networks' acceptance of Your order and for the duration of the services term specified in the ordering document, You are granted a non-exclusive, non-assignable, royalty-free, worldwide, limited right to use the services solely for Your internal business operations and subject to the terms of this Agreement. You may permit Your Users to use the services for this purpose, and You are responsible for ensuring their compliance with this Agreement. The services will be provided as described in the services policies referenced in the ordering document. You acknowledge that COSGrid Networks has no obligation to deliver physical copies of the products and that they will not be shipped to You as part of the services. You agree that Your rights to use the products specified in the ordering document and the services shall terminate upon the expiration or termination of this Agreement or the services provided hereunder.

D. Ownership and Restrictions

You retain full ownership and intellectual property rights to Your data. COSGrid Networks and its licensors maintain all ownership and intellectual property rights to the services and COSGrid Networks' programs. Any developments or deliverables created under this Agreement will be owned by COSGrid Networks. Third-party technology that may be necessary for the use of certain COSGrid Networks programs will be specified in the program documentation or ordering document, and its use will be governed by the respective third-party technology license agreement provided by COSGrid Networks, not under this Agreement. You are prohibited from the following:

The rights granted to You under this Agreement are also subject to the following conditions:

• Removing or altering any program markings or notices of COSGrid Networks' or its licensors' proprietary rights.
• Making the programs or materials resulting from the services available to any third party for use in their business operations, unless expressly permitted for the specific program or materials acquired from the services.
• Modifying, creating derivative works of, disassembling, reverse compiling, or reverse engineering any part of the services, including reviewing data structures or similar materials produced by programs. You may not access or use the services to build or support, or assist a third party in building or supporting, products or services that compete with COSGrid Networks.
• Disclosing the results of any services or program benchmark tests without prior written consent from COSGrid Networks.
• Licensing, selling, renting, leasing, transferring, assigning, distributing, displaying, hosting, outsourcing, disclosing, permitting timesharing or service bureau use, or otherwise commercially exploiting or making the services, COSGrid Networks programs, or materials available to any third party, except as expressly permitted under the terms of this Agreement.

COSGrid Networks utilizes third-party software in the development and operation of its products. The use of this software is subject to the respective license agreements provided by the software vendors. In cases where the software is embedded within COSGrid Networks' products and is distributed under open source licenses that require the availability of source code, COSGrid Networks will fulfill its obligation by making the relevant source code portions (including any modifications made by COSGrid Networks) available upon request

E.Warranty:

COSGrid Networks warrants that the services/products will be free from material defects in workmanship and materials for a period of 365 days from the date of original purchase. If any defect is found during the warranty period, COSGrid Networks will repair or replace the defective hardware or software at no charge to the customer. COSGrid Networks' obligation under this warranty is limited to repair or replacement of defective hardware or software. COSGrid Networks is not liable for any incidental or consequential damages, including but not limited to lost profits, data loss, or damage to other equipment. This warranty does not cover damage caused by accident, misuse, or abuse. COSGrid Networks also disclaims any warranty for products that have been modified or repaired by unauthorized personnel.

To make a warranty claim, please contact COSGrid Networks customer support at info@cosgrid.com or +91 8610144212

Here are some additional details about the warranty:

• The warranty is only valid for products that are properly registered with COSGrid Networks
• The warranty does not cover products that are used for commercial or industrial purposes
• The warranty is void if the product is damaged by accident, misuse, or abuse.
• If you have any questions about the warranty, please contact COSGrid Networks customer support.

F. Trial Use of the Services:

You have the option to request certain services for trial purposes, intended for non-production use only. These trial services are provided "as is," and no warranties are offered for such services.

G. Indemnification:

In the event that a third party asserts a claim against you or COSGrid Networks ("Recipient") alleging infringement of their intellectual property rights based on any material provided by you or COSGrid Networks ("Provider"), the Provider will bear the sole cost and responsibility of defending the Recipient against such claims and indemnify the Recipient against any damages, liabilities, costs, and expenses awarded by a court or agreed upon in a settlement. To qualify for indemnification, the Recipient must fulfill the following conditions :

• Promptly notify the Provider in writing, within 30 days of receiving notice of the claim (or sooner if required by law).
• Grant the Provider exclusive control over the defense and any settlement negotiations.
• Provide the Provider with all necessary information, authority, and assistance to defend against or settle the claim.

If the Provider determines that any material may have infringed upon a third party's intellectual property rights, the Provider may choose to take appropriate actions, such as modifying the material to be non-infringing, obtaining a license for continued use, or, if commercially reasonable options are not available, terminating the license for the material, requiring its return, and refunding any unused prepaid fees. Should the return of the material significantly impact COSGrid Networks' ability to fulfill its obligations, COSGrid Networks may, at its discretion and with 30 days' written notice, terminate the corresponding order. The Provider will not indemnify the Recipient if the Recipient modifies the material beyond the defined scope in the Provider's user documentation or services policies, uses a superseded version of the material, or utilizes any material not provided by the Provider. Additionally, COSGrid Networks will not indemnify you for any infringement claim arising from the combination of the material with non-COSGrid Networks products or services. The indemnification does not cover claims based on patents made known to you before the effective date of this agreement or actions taken by you prior to the effective date. This section serves as the exclusive remedy for any infringement claims or damages.

H. End of Agreement:

The services provided under this agreement will be available for the duration specified in the ordering document, unless terminated earlier in accordance with the terms of the agreement. The period of the services and any subsequent renewal years are collectively referred to as the "services term." Upon the conclusion of the services term, all rights to use the services, including any COSGrid Networks products listed in the ordering document, will terminate. If either party breaches a significant provision of the agreement and fails to remedy the breach within 30 days of receiving written notice, the non-breaching party may terminate the applicable ordering document in which the breach occurred.

If COSGrid Networks ended an ordering document as stated in the previous paragraph, you must make payment within 30 days for all accrued amounts up to the termination date, as well as any remaining unpaid fees for the services ordered under the agreement, along with applicable taxes and expenses. If COSGrid Networks terminates the services under the Indemnification section, you must pay within 30 days for all outstanding amounts due for the services, including related taxes and expenses. The non-breaching party may, at its sole discretion, extend the 30-day cure period if the breaching party is making reasonable efforts to rectify the breach. You acknowledge that in the event of a default on your part, you will not be allowed to use the services that were ordered. Furthermore, if you are in default under an InstaSafe Financing Division contract used to pay for the fees under an order, you may not use the services covered by that contract.

Additionally, if you fail to make the required payments to InstaSafe in accordance with the agreement and do not remedy the situation within ten days of the 30-day cure period, or if you violate any provision of this agreement, InstaSafe may suspend your password, account, and access to the services immediately. InstaSafe may also terminate the services if the aforementioned issues are not resolved within 30 days after the initial notice. However, any suspension of services by InstaSafe under this circumstance does not release you from the obligation to make the required payments under the agreement.

Upon your request and for a period of up to 60 days after the termination of the applicable ordering document, InstaSafe may allow you limited access to the services solely for the purpose of retrieving your data stored in the services environment

You acknowledge and agree that InstaSafe is not obligated to retain your data, and after 60 days following the termination of the ordering document, your data may be permanently deleted and irretrievable.

Certain provisions of the agreement will survive termination or expiration, including those related to limitation of liability, infringement indemnity, payment, and others that are intended to endure beyond the termination of the agreement due to their nature.

I. Pricing

COSGrid Networks offers various Subscription Plans for the provision of their Services on a monthly or yearly basis (the "Subscription Plan").

The Price for each Subscription Plan is determined based on the duration, number of users and features included in the plan. Please note that the Subscription Plans and their respective Prices are subject to change by COSGrid Networks without prior notice or liability. Additional or future services may not be included in the Price at the discretion of COSGrid Networks.

The Subscription Plan Term begins upon successful payment and ends at the conclusion of the Billing Cycle associated with the Subscription Plan. In the event of a payment reversal, the Subscription Plan Term will be immediately terminated, and any credits, discounts, or commitments provided by COSGrid Networks will be voided.

Your Subscription Plan will automatically renew for subsequent terms based on the applicable Billing Cycle (monthly or annual) unless you initiate the Subscription Cancellation Process within your Tenant prior to the renewal date. For further clarity, Refer to our Cancellation and Refund Policies.

COSGrid Networks reserves the right to adjust fees or discontinue offered Subscription Plans, which will take effect in the subsequent billing cycle. In such cases, COSGrid Networks will provide you with at least 30 days' written notice regarding any price increases and offer you the option to cancel the Subscription Plan before the next billing cycle.

Billing Cycles start at the beginning of the month and end on the last day of the last month of your Subscription Plan. If you purchase a Subscription Plan in the middle of the month, you will be charged a prorated amount for the first cycle on the day of purchase.

If you choose to purchase additional features or add more users to an existing Subscription Plan ("Additional Order") during the term of the plan, the initial term of the Additional Order will be adjusted to align with the existing Subscription Plan. The fees for the Additional Order will be prorated based on the remaining term of the existing Subscription Plan.

J. Taxes:

You are responsible for determining any applicable taxes on the payments you make and for collecting, reporting, and remitting the correct tax amount to the appropriate tax authority. COSGrid Networks is not responsible for assessing the tax applicability or collecting, reporting, or remitting any taxes arising from your transactions. Sales tax, Value Added Tax, or other applicable taxes may be added to your Subscription Plan payments as determined by COSGrid Networks.

If you are required to deduct or withhold taxes from your Subscription Plan payments, the withheld amount will be solely your responsibility. The payment made by you to COSGrid Networks for your Subscription Plan will be adjusted to account for the grossed-up amount, ensuring that COSGrid Networks receives the intended payment free of any tax deduction or withholding.

K. Confidentiality:

As part of the agreement, both parties may have access to confidential information belonging to each other ("confidential information"). We agree to disclose only the information that is necessary for fulfilling our obligations under the agreement. Confidential information includes, but is not limited to, the terms and pricing specified in the agreement, your data stored in the services environment, and any information explicitly identified as confidential at the time of disclosure.

Confidential information does not include information that: (a) becomes publicly available without any action or omission by the receiving party; (b) was already lawfully in the possession of the receiving party prior to the disclosure and was not obtained directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without any restrictions; or (d) is independently developed by the receiving party.

Both parties agree to treat each other's confidential information as confidential and maintain its confidentiality for a period of three years from the date of disclosure. We also agree to disclose confidential information only to employees or agents who need to know it and who are bound by confidentiality obligations that are at least as protective as those in the agreement. InstaSafe will ensure the confidentiality of your data stored in the services environment by following the security practices outlined in the services policies mentioned in the ordering document. Nothing in this agreement prevents either party from disclosing the terms or pricing specified in the agreement in any legal proceedings related to the agreement or from disclosing confidential information to a government entity as required by law.

L. Entire Agreement:

Both parties agree that the agreement, along with any referenced information, constitutes the complete agreement regarding the ordered services. It supersedes any prior agreements or representations, whether written or oral. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect, and the invalid term will be replaced with a term that aligns with the agreement's purpose. The terms of the agreement take precedence over any terms in purchase orders or non-COSGrid Networks documents. Any modifications or waivers require written agreement from authorized representatives of both parties.

M. Limitation of Liability:

Neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, or any loss of revenue, profits, data, or data use, excluding fees under the agreement. COSGrid Networks' maximum liability for damages arising from the agreement or the order, whether in contract or tort, is limited to the total amounts actually paid to COSGrid Networks for the services under the relevant order in the twelve (12) month period preceding the claim. Any damages awarded to you will be reduced by any refunds or credits received under the agreement.

N. Other:

• COSGrid Networks is an independent contractor, and no partnership, joint venture, or agency relationship exists between the parties. Each party is responsible for paying its own employees, including taxes and insurance.
• You are responsible for obtaining any necessary rights and consents from third parties to perform the services.
• The agreement is governed by the laws of India, and both parties submit to the exclusive jurisdiction of the courts in Bangalore, India, for any disputes.
• You cannot assign the agreement or transfer the services to another party.
• Except for actions related to nonpayment or breach of COSGrid Networks' proprietary rights, no action arising from the agreement may be brought more than two years after the cause of action accrues.
• COSGrid Networks may audit your use of the services, and you agree to cooperate and provide reasonable assistance. You are responsible for paying any applicable fees resulting from excessive use. COSGrid Networks is not liable for any costs you incur during the audit.
• COSGrid Networks' business partners are independent, and COSGrid Networks is not responsible for their acts unless they act as subcontractors under this agreement.

O. Force Majeure:

Neither party is responsible for failure or delay in performance caused by events beyond their reasonable control. Both parties will make reasonable efforts to mitigate the effect of such events. If a force majeure event continues for more than 30 days, either party may cancel unperformed services by providing written notice. This section does not excuse either party's obligation to follow their normal disaster recovery procedures or your obligation to pay for the services.

P. Your Data:

You are responsible for providing notices and obtaining consents related to the collection, use, processing, transfer, and disclosure of personal information in connection with the services. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all your data.

Q. Restrictions on Use of the Services:

You agree not to use the services, including uploading, emailing, posting, or transmitting any material, for purposes that may (a) harm or harass any person or property, (b) publish false, defamatory, harassing, or obscene material, (c) violate privacy rights or promote bigotry, racism, hatred, or harm, (d) involve unsolicited bulk email, spam, or chain letters, (e) infringe upon intellectual property or proprietary rights, or (f) violate applicable laws, ordinances, or regulations. COSGrid Networks reserves the right to remove or disable any material violating these restrictions and is not liable for such actions. You agree to defend and indemnify COSGrid Networks against any claims arising from a violation of your obligations under this section.

R. Services Tools:

COSGrid Networks may use tools to monitor and administer the services and assist in resolving service requests. These tools will not collect, report, or store your data residing in the service production environment, except as necessary for troubleshooting or other service-related purposes. The data collected by the tools (excluding production data) may be used for managing COSGrid Networks' product and service portfolio and license management. Your use of the tools is governed by the license terms specified by COSGrid Networks, and technical support or warranties may not be provided. Your right to use the tools will terminate upon notice, the end of the services term, or the expiration of the license terms.

S. Statistical Information:

COSGrid Networks may compile statistical information related to the performance of the services and may make such information publicly available, provided it does not incorporate your data, identify your confidential information, or include your company's name. COSGrid Networks retains all intellectual property rights in such information.

T. Privacy:

COSGrid Networks respects your privacy and is committed to protecting your personally-identifying information in accordance with our Privacy Policy. We do not share this information with third parties unless permitted by our Privacy Policy. For more details on how we handle your personal information, please refer to our Privacy Policy.

In order to maintain and improve our services and technology, we may process aggregated and anonymized data, which does not identify individuals.

COSGrid Networks takes reasonable measures to safeguard the information you provide in connection with our services. However, you acknowledge and agree that the submission of such information is done at your own risk, and COSGrid Networks disclaims any liability for any disclosure, loss, or liability related to such information.

U. Customer Reference:

COSGrid Networks may identify you as a recipient of services and use your logo in sales presentations, marketing materials, and press releases. COSGrid Networks may also develop a brief customer profile for promotional purposes on its website.