Smartsoochi – End User License Agreement (EULA)

Effective Date: 01 January 2020
Last Updated: 02 November 2025

This End User License Agreement (“Agreement”) constitutes a legally binding contract between Smartsoochi, a unit of Smart 24×7 Response Private Limited, having its registered office at New Delhi, India (“Smartsoochi”, “we”, “us”, or “our”) and you, the individual or entity (“Licensee”, “you”, or “your”) that accesses or uses the Smartsoochi Platform. By clicking “Accept”, registering, accessing, or using the Platform, you unconditionally and irrevocably agree to be bound by this Agreement in its entirety.

1. Definitions

1.1 “Platform” means the Smartsoochi proprietary cloud-based software-as-a-service solution, including all applications, APIs, dashboards, source code, algorithms, updates, patches, and related services.

1.2 “Personal Data” has the meaning given in Article 4(1) of Regulation (EU) 2016/679 (GDPR).

1.3 “Authorized Users” means your employees, agents, or contractors expressly authorized to use the Platform under your account.

2. Grant of License

2.1 Subject to timely payment of all Subscription Fees and strict compliance with this Agreement, Smartsoochi grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform solely for your internal business purposes within the authorized scope and user limits.

3. Strict License Restrictions

You shall not, and shall ensure Authorized Users do not:

(a) copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or attempt to derive source code;

(b) remove or obscure any proprietary notices;

(d) use the Platform to build a competitive product or service;

(e) exceed authorized user seats or usage metrics;

(f) introduce malware or exploit security vulnerabilities;

(g) share credentials or permit concurrent use of a single license;

(h) use the Platform in violation of applicable laws, including export control and sanctions laws.

4. Ownership & Intellectual Property

4.1 The Platform and all worldwide intellectual property rights therein are and shall remain the exclusive property of Smartsoochi. No title or ownership is transferred.

4.2 You grant Smartsoochi an irrevocable, perpetual, royalty-free, worldwide license to use, copy, modify, aggregate, and process all data (including Personal Data where permitted) uploaded or generated on the Platform for analytics, machine learning, product improvement, benchmarking, and marketing purposes.

5. Data Protection & GDPR Compliance

5.1 Where Smartsoochi processes Personal Data on your behalf, the separate Data Processing Addendum (“DPA”) available at https://smartsoochi.com/dpa (incorporated herein by reference) shall apply and shall prevail in case of conflict.

5.2 You represent and warrant that: (i) you have all necessary rights and consents to upload Personal Data to the Platform; (ii) you have provided all required notices; and (iii) such processing complies with GDPR and all applicable data protection laws.

5.3 You shall indemnify Smartsoochi against any fines, claims, or regulatory actions arising from your breach of Section 5.2.

6. Subscription Term, Renewal & Pricing

6.1 Subscriptions auto-renew for successive periods unless cancelled in writing at least seven (7) days before renewal.

6.2 Smartsoochi may increase fees upon any renewal with thirty (30) days’ prior notice. Continued use after renewal constitutes acceptance of new pricing.

7. Payments

7.1 All fees are non-refundable except as expressly stated. Late payments accrue interest at 1.5% per month or the maximum permitted by law.

8. Confidentiality

8.1 You acknowledge that the Platform, its features, performance data, pricing, and any non-public information disclosed by Smartsoochi constitute Confidential Information. You shall not disclose it to any third party without prior written consent.

9. Warranties & Disclaimers

9.1 Smartsoochi warrants that the Platform will materially conform to its published documentation for thirty (30) days from initial access. Your sole remedy is termination and refund of prepaid unused fees (pro-rated).

9.2 EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. SMARTSOOCHI DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMARTSOOCHI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 IN NO EVENT SHALL SMARTSOOCHI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES), EVEN IF ADVISED OF THE POSSIBILITY.

11. Enhanced Indemnification

11.1 You shall defend, indemnify, and hold harmless Smartsoochi, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, actions, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) your or your Authorized Users’ use or misuse of the Platform;

(b) your breach of this Agreement or any representation/warranty herein;

(c) your violation of any applicable law, regulation, or third-party rights (including privacy and intellectual property rights);

(d) any Personal Data uploaded or processed by you;

(e) any claim that your data infringes third-party rights; or

(f) gross negligence or willful misconduct by you or your personnel.

11.2 Smartsoochi shall promptly notify you of any claim, but failure to notify shall not relieve you of your obligations except to the extent you are materially prejudiced. You shall have sole control of the defense, provided Smartsoochi may participate at its own expense.

12. Termination & Suspension

12.1 Smartsoochi may suspend or terminate your access immediately and without notice if: (i) you breach any term; (ii) you fail to pay fees; (iii) continued use poses a security, legal, or operational risk; or (iv) required by law.

12.2 Upon termination: all licenses cease, outstanding fees become due, and no refunds will be issued. Smartsoochi may retain your data for ninety (90) days for export, after which it will be irreversibly deleted.

13. Governing Law & Dispute Resolution

13.1 This Agreement is governed by the laws of India without regard to conflict of law principles.

13.2 Any dispute shall be finally resolved by binding arbitration in New Delhi under the Arbitration and Conciliation Act, 1996 (one arbitrator, English language). The prevailing party shall recover its reasonable attorneys’ fees and costs.

14. Miscellaneous

14.1 Smartsoochi may amend this Agreement at any time by posting revised terms. Continued use fifteen (15) days after posting constitutes acceptance.

14.2 You may not assign this Agreement without Smartsoochi’s prior written consent; Smartsoochi may freely assign.

14.3 If any provision is unenforceable, the remainder remains valid.

14.4 This Agreement, together with the DPA and Privacy Policy, constitutes the entire agreement.

By using the Platform, you irrevocably accept all terms above.

Smartsoochi Technologies Private Limited

New Delhi, India | legal@smartsoochi.com