Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer," "you," or "your") and Zynoviq Solutions Private Limited ("ZYNOVIQ PROFITGUARD," "we," "us," or "our") governing your access to and use of the ZYNOVIQ PROFITGUARD platform and related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Service Description

ZYNOVIQ PROFITGUARD provides an AI-powered enterprise analytics platform that integrates with ERP systems including:

• Tier 1 ERP Systems: SAP S/4HANA, Oracle ERP Cloud, Microsoft Dynamics 365, NetSuite, Workday HCM, and others
• Critical Applications: SAP Ariba, SAP Concur, Coupa, BlackLine, ServiceNow, and 40+ tier 1/2 applications
• Analytics Capabilities: Financial intelligence, spend analytics, risk management, AI-driven insights
• Reporting & Dashboards: Real-time analytics, custom reports, CFO-focused insights
• API Access: RESTful APIs for custom integrations and data access

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time with reasonable notice.

3. Account Registration and Access

3.1 Account Creation

• You must provide accurate, complete, and current information during registration
• You are responsible for maintaining the confidentiality of your account credentials
• You must notify us immediately of any unauthorized access or security breach
• You are responsible for all activities under your account

3.2 Eligibility

You must be at least 18 years old and have authority to bind your organization to these Terms. The Services are intended for business use only.

3.3 Multi-Factor Authentication

We may require multi-factor authentication (MFA) for enhanced security. Failure to comply may result in account suspension.

4. Subscription and Billing

4.1 Subscription Plans

• Free Trial: 14-day trial with core features (no credit card required)
• Professional Plan: For mid-market organizations - 22 applications, 1 mid-market ERP, 10GB storage, business hours support, 99.5% SLA
• Enterprise Plan: For large enterprises - 38-44 applications (includes SAP/Oracle suites if applicable), 2 enterprise ERPs, custom branding, SSO, 100GB storage, 24/7 priority support, 99.9% SLA
• Enterprise Plus Plan: For Fortune 500 organizations - All 45 applications, unlimited ERPs, unlimited storage, dedicated TAM, quarterly business reviews, white-glove support, 99.99% SLA

4.2 Payment Terms

• Fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by law
• Prices are subject to change with 30 days notice
• Failed payments may result in service suspension
• Late payments subject to 1.5% monthly interest (or maximum allowed by law)

4.3 Taxes

Fees exclude applicable taxes (GST, VAT, sales tax). You are responsible for all taxes except those based on our net income.

5. Data Rights and Usage

5.1 Your Data

You retain all ownership rights to your data ("Customer Data"). By using the Services, you grant us a limited license to:

• Process, store, and analyze Customer Data to provide the Services
• Generate aggregated, anonymized analytics and benchmarks
• Improve our AI models and algorithms (using anonymized data only)
• Comply with legal obligations and enforce these Terms

5.2 Data Security

We implement industry-standard security measures including:

• AES-256 encryption at rest, TLS 1.3 in transit
• SOC 2 Type II certified infrastructure
• Regular security audits and penetration testing
• 24/7 security monitoring and incident response

5.3 Data Portability

You may export your data at any time using our export tools or APIs. Upon termination, we will retain data for 90 days for recovery, then securely delete it.

6. Acceptable Use Policy

You agree not to:

• Violate any laws, regulations, or third-party rights
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services to transmit malware, viruses, or malicious code
• Attempt unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Use the Services for competitive analysis or benchmarking without permission
• Scrape, crawl, or harvest data using automated means
• Resell, sublicense, or transfer your account without written consent
• Upload data you don't have rights to process
• Use the Services to violate any SAP, Oracle, or Microsoft license terms

7. Intellectual Property

7.1 Our IP

We retain all rights to the Services, including software, algorithms, AI models, designs, trademarks, and documentation. These Terms grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription.

7.2 Feedback

Any feedback, suggestions, or ideas you provide become our property, and we may use them without compensation or attribution.

7.3 Third-Party Software

The Services may include third-party software subject to separate licenses. You agree to comply with all such licenses.

8. Service Level Agreement (SLA)

8.1 Uptime Commitment

• Enterprise Plan: 99.9% uptime (excludes scheduled maintenance)
• Professional Plan: 99.5% uptime
• Starter Plan: Best-effort basis, no SLA guarantee

8.2 Maintenance Windows

Scheduled maintenance occurs during non-peak hours with 48-hour advance notice. Emergency maintenance may occur without notice.

8.3 Support Response Times

• Critical Issues (Enterprise): 1-hour response, 24/7 support
• High Priority (Enterprise): 4-hour response
• Standard (Professional): 8-hour response during business hours
• Low Priority: 24-48 hour response

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that the Services will substantially conform to the documentation. This warranty does not cover issues caused by:

• Misuse, modification, or unauthorized access
• Third-party software or services
• Your failure to implement updates or security patches

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or meet all your requirements. AI-generated insights are probabilistic and should be validated before business decisions.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

11. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your violation of these Terms or applicable laws
• Your Customer Data or its use by us as authorized
• Your negligence or willful misconduct
• Third-party claims related to your use of the Services

12. Term and Termination

12.1 Term

These Terms begin when you first access the Services and continue until terminated.

12.2 Termination by You

You may terminate at any time by canceling your subscription. No refunds for partial periods.

12.3 Termination by Us

We may suspend or terminate your account if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay fees within 30 days of due date
• Engage in fraudulent or illegal activity
• Pose a security risk to our systems or other users

12.4 Effect of Termination

Upon termination, your access will cease immediately. We will retain your data for 90 days for recovery, then securely delete it. Provisions regarding liability, indemnification, and dispute resolution survive termination.

13. Confidentiality

Both parties agree to protect confidential information disclosed during the relationship. This obligation survives termination for 5 years. Exceptions include information that is:

• Publicly available through no fault of the receiving party
• Independently developed without use of confidential information
• Rightfully received from a third party
• Required to be disclosed by law or court order

14. Compliance and Certifications

We maintain compliance with:

• SOC 2 Type II: Security, availability, confidentiality
• ISO 27001: Information security management
• GDPR: EU data protection regulation
• CCPA/CPRA: California privacy laws
• HIPAA: Healthcare data protection (for healthcare customers)
• PCI DSS: Payment card industry standards

15. Dispute Resolution

15.1 Informal Resolution

Before formal proceedings, parties agree to attempt good-faith negotiation for 30 days.

15.2 Arbitration

If negotiation fails, disputes will be resolved through binding arbitration in Chennai, India, under the Arbitration and Conciliation Act, 1996. Arbitration will be conducted in English.

15.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or confidentiality breaches.

16. Governing Law

These Terms are governed by the laws of India, specifically the Information Technology Act, 2000, and the laws of Tamil Nadu, without regard to conflict of law principles. Exclusive jurisdiction lies with courts in Chennai, Tamil Nadu.

17. Changes to Terms

We may modify these Terms at any time. Material changes will be notified via email 30 days in advance. Continued use after changes constitutes acceptance. If you disagree, you must terminate your account before changes take effect.

18. General Provisions

• Entire Agreement: These Terms constitute the entire agreement and supersede all prior agreements
• Severability: If any provision is unenforceable, the remainder remains in effect
• Waiver: Failure to enforce any right does not waive that right
• Assignment: You may not assign these Terms without our consent. We may assign freely.
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control
• Notices: Legal notices must be sent to the addresses below

19. Contact Information