VividMinds Technologies - Terms of Use

1. Introduction

These Terms of Use (this "Agreement") are an electronic record under the Information Technology Act, 2000, generated by a computer system and not requiring any physical or digital signature. They govern your access to and use of all online products, platforms and services provided by VividMinds Technologies Private Limited ("VividMinds," "we," "us" or "our"), a company incorporated under the Companies Act, 2013 with its registered office at 3rd Floor, Myscape Weave, Financial District, Nanakramguda, Hyderabad, Telangana 500032, India. References in this Agreement to "Services" include, without limitation, all branded offerings such as Quixy, Caddie, GuideNow and any related applications, features or modules.

By registering for an account or otherwise accessing or using the Products or Services, you agree to these Terms and our Privacy Policy, which is incorporated herein by reference, and you (or the legal entity you represent) are bound by all provisions of this Agreement.

By clicking "I Agree," checking the consent box, or by continuing to access or use our Services, you affirmatively agree to be bound by these Terms.

IF YOU DO NOT HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING CONTRACT OR DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE PRODUCTS OR SERVICES.

2. Updates To These Terms

We may update, amend or modify these Terms from time to time and will notify you of any material changes via email, in-product notice or by posting the revised Terms on our website. Your continued access to or use of the Products or Services after such notification constitutes your acceptance of the updated Terms. We encourage you to review this Agreement periodically to stay informed of any changes.

3. Use of Products and Services

4. Users

5. Use of Your Information and Content

You are solely responsible for all content, data and materials ("Customer Data") that you create, upload, transmit or otherwise make available through the Products or Services. You represent and warrant that you own or otherwise have all necessary rights, licenses and consents to use and share your Customer Data in connection with our Products and Services, including any personally identifiable information. By submitting any personal data to VividMinds, you certify that you have informed the relevant individuals and obtained all required consents for collection, processing, storage and use in accordance with applicable law and our Privacy Policy, which governs how we handle such information.

We use your Customer Data only to provide, maintain and improve the Products and Services, and otherwise as permitted by this Agreement, our Privacy Policy, or any applicable data processing addendum. Although we employ commercially reasonable administrative, technical and physical safeguards to protect the availability and integrity of your data, VividMinds is not liable for losses or interruptions caused by third party systems, force majeure events, or other circumstances beyond our reasonable control that may render your Customer Data temporarily inaccessible, corrupted or permanently unavailable.

6. Third Party Services and Integrations

VividMinds may leverage third party service providers, platforms, applications, add-ons or other external offerings ("Third Party Services") to deliver, enhance or extend the functionality of our Products and Services. In order to enable these integrations, we may share your Customer Data with such third parties only to the extent necessary for them to perform their services on our behalf. We strive to ensure that all our Third Party Service Providers adhere to confidentiality, security and data-privacy obligations at least as protective as those set forth in this Agreement and our Privacy Policy.

When you choose to integrate or share data with a Third Party Service through our platform, you instruct us to transmit the necessary data to that service. We bear no responsibility for how the third party handles your data—please review their privacy policy before enabling any integration.

• Additional Terms: Your use of a Third Party Service is subject to the terms (including any privacy policies) provided by that third party provider ("Third Party Terms"). You are responsible for reviewing and accepting those Third Party Terms directly with the provider before enabling or using their service.
• Liability: VividMinds does not control, endorse or warrant any Third Party Service and shall have no liability for its availability, security, performance, or any loss or damage you may incur as a result of your use of it.
• Suspension or Removal: We may, at our sole discretion and without notice, suspend, restrict or remove any Third Party Service or integration if we determine it poses a risk to our Products, Services or other Customers, or if the third party provider terminates or modifies its offering.

For our SaaS customers, we provide the default hosting services on DC AWS Mumbai AP south 1 (Primary Site) and DR on AWS Virginia, U.S. If you elect to deploy on your own cloud or on-premises infrastructure, Third Party Services will be subject to the configuration, availability and support terms you establish with those providers.

7. AI and Machine Learning

8. Rules and Conduct

As a condition of accessing or using the Products or Services, you agree not to use them for any purpose that is unlawful, prohibited by this Agreement, or otherwise restricted by VividMinds' policies. Without limiting the foregoing, you shall not (and shall not permit any third party to):

• Violate any applicable law, regulation or third party right, including intellectual property, privacy or publicity rights.
• Engage in any threatening, abusive, harassing, defamatory, fraudulent, deceptive, invasive of privacy, tortious, obscene or otherwise objectionable conduct or content.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Impose an unreasonable or disproportionately large load on our infrastructure or that of our third party providers.
• Interfere with, disrupt or attempt to gain unauthorized access to the proper functioning of the Products, Services or VividMinds' networks, systems or data.
• Bypass any measures we employ to prevent or restrict access to any part of the Products or Services.
• Reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas or algorithms of the Products or Services—except to the limited extent that applicable law expressly prohibits such restrictions.
• Modify, translate or create derivative works based on the Products or Services.
• Copy, rent, lease, sublicense, distribute or otherwise transfer any rights to the Products or Services, except as expressly authorized under this Agreement.

Any violation of these rules may result in suspension or termination of your access, and VividMinds reserves the right to seek all remedies available under law or equity.

9. Content Ownership and Copyright Conditions of Access

All software, documentation, interfaces, designs, data models, trademarks, logos, artwork, know-how and other materials provided by VividMinds in connection with the Products and Services (collectively, "VividMinds Content") are and will remain the exclusive property of VividMinds or its licensors. Any copying, distribution, display, reproduction, modification or other use of VividMinds Content not expressly permitted by this Agreement or the Documentation constitutes an infringement of our intellectual property rights, and we reserve all rights, title and interests in and to the VividMinds Content to the fullest extent permitted by law.

You retain all right, title and interest in and to the data, text, images, audio, video or other materials you submit, upload or otherwise make available through the Products and Services ("Customer Data"). You are solely responsible for your Customer Data, including its accuracy, legality and compliance with confidentiality obligations or third party rights. By providing Customer Data to VividMinds, you grant us and our affiliates a worldwide, nonexclusive, royalty-free, sublicensable and transferable license to access, copy, store, transmit, display, perform, reformat, modify and distribute your Customer Data solely as necessary to provide, maintain and improve the Products and Services. This license ends upon deletion of the data or termination of this Agreement, except to the extent we are required to retain data by law or our data-retention policies.

10. Reviews and Feedback

We welcome your feedback and may contact you by email, telephone, SMS or other electronic means to (a) gather your opinions on our Products and Services, or (b) address any questions, complaints or issues you report. Any feedback you provide becomes our sole property and may be used, reproduced, modified or published by VividMinds without compensation or obligation to you, and we are not required to keep your feedback confidential and you agree that no portion of your AI-related inputs or feedback will entitle you to compensation for improvements to any AI models or services derived therefrom.

11. Support

VividMinds provides online support resources and email support at support@VividMinds.ai. We will use commercially reasonable efforts to respond to your support requests and to remedy any confirmed defects in the Products or Services. Any recommendations or best practices we provide are for guidance only and do not constitute additional warranties.

12. Termination

We may suspend or terminate your access to any Product or Service, with or without notice, if you breach this Agreement, provide false information, or engage in suspected illegal or abusive activity. Upon suspension or termination, you may not continue using your account or register a new one, and VividMinds may delete all associated data. Sections that by their nature survive termination—including disclaimers, indemnities and limitations of liability—will remain in effect.

13. Disclaimer

THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VividMinds DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL MEET YOUR REQUIREMENTS.

14. Indemnification

You agree to defend, indemnify and hold harmless VividMinds, its affiliates and each of their officers, directors, employees and agents from any claims, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use or misuse of the Products or Services, (b) your violation of this Agreement or applicable law, or (c) any content you submit or transmit.

VividMinds will defend and indemnify you against any third-party claim that your authorized use of the Products or Services, as delivered by VividMinds and not modified by you, infringes the intellectual property rights of such third party. You must (i) promptly notify us in writing of the claim, (ii) allow us sole control of the defense and settlement, and (iii) reasonably cooperate with us in defending the claim. We will not have liability for any claim arising from your combination of the Products or Services with other products, or from modifications made by you or at your direction.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VividMinds AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VividMinds' AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of India, without regard to its conflict of laws principles. Any dispute arising hereunder will be subject to the exclusive jurisdiction of the courts in Hyderabad, Telangana, and you consent to such venue. Notwithstanding the above, nothing in this clause shall limit your right to seek injunctive or other equitable relief in any jurisdiction where you have assets or operations, nor shall it deprive you of any mandatory consumer protection rights under your local law.

17. Miscellaneous

If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force. No waiver of any right or breach is effective unless in writing and signed by both parties. You may not assign this Agreement without our prior written consent; we may assign or delegate our rights and obligations freely. This Agreement, together with any Order Forms, constitutes the entire understanding between the parties and supersedes all prior agreements.

18. Contact

Data Protection & Grievance Officer

If you have any questions or unresolved concerns about our data practices, you may also contact our Data Protection Officer (or Grievance Officer) at: