TERMS OF SERVICE

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between Work Invigilator ("Company," "we," "us," "our"), and the entity or person accessing or using our Services ("Client," "you," "your"). By accessing our website , purchasing subscriptions, downloading our software, or using our employee monitoring platform (collectively, the "Services"), you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.

1.1 Acceptance of Terms

By creating an account, clicking "I Agree," installing our software, or otherwise accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, Data Processing Addendum (DPA), and Acceptable Use Policy, which are incorporated herein by reference.

1.2 Authority

You represent and warrant that:

• You have the legal authority to enter into this Agreement on behalf of your organization
• You are at least 18 years of age
• You have obtained all necessary approvals and consents to deploy employee monitoring software
• Your use complies with all applicable laws, including employment, privacy, and data protection regulations

1.3 Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via:

• Email to the registered administrator account
• Prominent notice in the admin dashboard
• Updated "Last Revised" date at the top of this document

Continued use of Services after changes constitutes acceptance of modified Terms. For material changes affecting rights or liabilities, we may require affirmative acceptance before continued use.

2. Definitions

• "Administrator" means the authorized personnel within Client's organization who manage the Work Invigilator platform and have access to monitoring data.
• "End User" or "Monitored Employee" means Client's employees, contractors, or workers whose activities are monitored using the Services.
• "Monitoring Data" means data collected through the Services, including screenshots, audio presence indicators, productivity scores, and metadata.
• "Software" means the Work Invigilator Chrome extension, desktop application, and associated software agents installed on End User devices.
• "Subscription Period" means the term for which Client has purchased access to the Services (monthly or annual).
• "Documentation" means user guides, technical specifications, and help materials provided by Company.

3. Service Description and Scope of License

3.1 Services Provided

Work Invigilator provides a cloud-based employee monitoring platform that includes :

• Real-time microphone presence detection with admin-controlled listening
• Screenshot capture (random and scheduled intervals with timestamps)
• AI-powered productivity scoring and analytics
• Administrative dashboard with reporting and export capabilities
• Data storage and retention management tools
• Customer support and technical assistance

3.2 License Grant

Subject to Client's compliance with these Terms and payment of applicable fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to :

• Access and use the Services for Client's internal business purposes only
• Install the Software on devices used by End Users within Client's organization
• Access and download Monitoring Data through the admin dashboard
• Use Documentation in connection with authorized use of Services

3.3 License Restrictions

Client shall NOT :

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Software
• Remove, alter, or obscure any proprietary notices or labels
• Rent, lease, sell, sublicense, distribute, or otherwise transfer the Services to third parties
• Use the Services to monitor individuals outside Client's employment or contractual relationship
• Access the Services to build a competitive product or service
• Exceed purchased user licenses or usage limits
• Use the Services in violation of applicable laws or regulations
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to Company systems or other users' data

3.4 Usage Limits

The license is subject to the following limitations :

• User Count: Limited to the number of End Users (employee seats) purchased in Client's subscription plan
• Data Storage: 90 days for screenshots and audio logs; 12 months for productivity metrics (customizable with Enterprise plans)
• API Calls: Subject to rate limits specified in Documentation (if API access provided)
• Screenshot Frequency: Maximum capture rates as specified in purchased plan tier

Exceeding usage limits may result in additional charges or service restrictions.

4. Account Registration and Security

4.1 Account Creation

To use the Services, Client must :

• Provide accurate, complete, and current registration information
• Designate authorized Administrators
• Verify email address and business identity
• Accept these Terms and Privacy Policy

4.2 Account Security

Client is responsible for :

• Maintaining confidentiality of account credentials
• All activities occurring under Client's account
• Restricting access to authorized Administrators only
• Immediately notifying Company of unauthorized access or security breaches
• Implementing multi-factor authentication (MFA) when available

Company is not liable for losses caused by unauthorized use of Client's account, whether with or without Client's knowledge.

4.3 Account Information

Client must promptly update account information to keep it accurate and complete. Failure to maintain accurate information may result in service suspension.

5. Client Responsibilities and Legal Compliance

5.1 Employment Law Compliance

Client is solely responsible for :

• Ensuring use of Services complies with all applicable employment laws, labor regulations, and privacy statutes in jurisdictions where End Users are located
• Obtaining all necessary consents, notices, and approvals from End Users before monitoring begins
• Complying with GDPR (EU), DPDP Act (India), state privacy laws (California, Connecticut, etc.), and other applicable data protection regulations
• Maintaining appropriate policies (Employee Monitoring Policy, Privacy Notices, Consent Forms)
• Ensuring monitoring is proportionate, legitimate, and non-discriminatory

IMPORTANT: Audio surveillance laws vary significantly by jurisdiction. Many states and countries require all-party consent for audio recording. Client must verify legal requirements before enabling microphone monitoring features.

5.2 Notice and Consent Requirements

Before deploying the Services, Client must :

• Provide clear written notice to all End Users explaining the nature, scope, and purpose of monitoring
• Obtain explicit written consent for audio monitoring where legally required
• Display visible on-screen indicators when monitoring is active
• Allow End Users reasonable opportunity to review monitoring policies
• Document all consent collection for compliance records

Company provides sample templates and guidance, but Client must obtain legal review appropriate for their jurisdictions.

5.3 Prohibited Monitoring Activities

Client shall NOT use the Services to :

• Monitor End Users in locations where they have reasonable expectation of privacy (bathrooms, changing areas, designated break rooms)
• Monitor personal devices without explicit informed consent
• Monitor End Users outside working hours unless explicitly agreed in employment contracts
• Engage in discriminatory monitoring based on protected characteristics
• Monitor legally protected activities (union organizing, whistleblowing, protected complaints)
• Violate wiretapping, eavesdropping, or surveillance laws
• Use Monitoring Data for purposes beyond legitimate business interests

5.4 Data Protection Obligations

Client agrees to :

• Act as Data Controller/Data Fiduciary with respect to End User personal data
• Implement appropriate technical and organizational security measures
• Respond to End User data subject rights requests (access, deletion, portability)
• Maintain records of processing activities as required by applicable laws
• Conduct Data Protection Impact Assessments (DPIAs) where legally required
• Notify Company of any data breaches involving Monitoring Data

5.5 Indemnification for Misuse

Client indemnifies and holds Company harmless from any claims, damages, or liabilities arising from Client's :

• Failure to obtain required consents or provide adequate notice
• Violation of employment, privacy, or surveillance laws
• Discriminatory or unlawful use of Monitoring Data
• Breach of Client's own privacy policies or employment agreements
• Unauthorized monitoring activities

6. Subscription Plans, Pricing, and Payment

6.1 Subscription Plans

Services are offered on a subscription basis with the following plan types :

• Free Trial: 7-day trial with full feature access, no credit card required
• Monthly Subscription: $25 per End User per month, billed monthly
• Annual Subscription: [Discounted rate] per End User per year, billed annually
• Enterprise Plans: Custom pricing with volume discounts, dedicated support, and extended data retention

All prices are in USD unless otherwise specified. Prices exclude applicable taxes.

6.2 Billing and Payment

Client agrees to :

• Provide valid payment method (credit card, bank transfer, or approved payment processor)
• Authorize automatic recurring charges for subscription renewals
• Pay all fees when due according to the billing cycle selected
• Pay applicable taxes (GST, VAT, sales tax) in addition to subscription fees
• Update payment information to ensure uninterrupted service

Payment information is subject to their terms and privacy policies.

6.3 Price Changes

Company reserves the right to modify subscription pricing with 30 days' advance notice. Price changes will apply:

• For monthly subscriptions: At the next billing cycle after notice period
• For annual subscriptions: Upon renewal after the current term expires

Clients may cancel before price changes take effect to avoid new rates.

6.4 Taxes

Client is responsible for all applicable taxes, duties, and government charges (collectively, "Taxes"). If Company is required to collect or pay Taxes on Client's behalf, such Taxes will be invoiced separately. Client must provide valid tax exemption certificates if claiming exemption.

6.5 Late Payments

Late payments may incur :

• Late fees of 1.5% per month (or maximum allowed by law)
• Suspension or termination of Services after 15 days past due
• Collection costs and legal fees if enforcement action is required

6.6 User Count Adjustments

Client may increase End User count at any time by :

• Notifying Company through the admin dashboard or support
• Paying prorated charges for added users for the remainder of the current billing period

Decreasing user count is allowed only at renewal or as specified in the subscription agreement.

7. Free Trial Terms

7.1 Trial Period

Company offers a 7-day free trial with the following conditions :

• No credit card required to start trial
• Full access to all standard features
• Maximum of [X] monitored End Users during trial
• Automatic trial expiration unless subscription is purchased

7.2 Trial Limitations

During the trial period :

• No Service Level Agreement (SLA) guarantees apply
• Company may terminate trial access at any time without notice
• Data retention is limited to 30 days after trial ends
• No refunds or credits are applicable (as no payment was made)

7.3 Conversion to Paid Subscription

To continue service after trial expiration, Client must :

• Select a subscription plan and provide payment information
• Complete the account upgrade process before trial expiration
• Acknowledge acceptance of these Terms for paid services

8. Refund and Cancellation Policy

8.1 Refund Policy

NO REFUNDS ARE PROVIDED for subscription fees under the following circumstances :

• Partial month subscriptions (we do not prorate monthly fees)
• Annual subscriptions after 14 days from initial purchase
• Cancellations during the subscription term
• Failure to use or insufficient usage of the Services
• Change of mind or business needs
• Dissatisfaction with features or performance (unless service failure constitutes SLA breach)

Limited Refund Window: Annual subscriptions may be refunded within 14 days of initial purchase if :

• Client has not exceeded 25% of purchased user licenses
• No more than 100 screenshots have been captured
• Client provides written cancellation request to

Approved refunds are processed within 10-15 business days to the original payment method.

9. Service Level Agreement (SLA)

9.1 Uptime Commitment

Company commits to the following uptime targets :

• Paid Plans: 99.5% monthly uptime (excluding scheduled maintenance)
• Free Trial: No uptime guarantee

Uptime is calculated as the percentage of time Services are available during a calendar month, excluding Scheduled Maintenance.

9.2 Scheduled Maintenance

Company may perform scheduled maintenance with :

• Advance notice of at least 24 hours for routine maintenance
• Maintenance windows preferably during low-usage periods
• Emergency maintenance without advance notice for security or critical issues

Scheduled maintenance does not count against uptime calculations.

9.3 Support Response Times

Company provides support with the following response time targets :

9.4 Exclusions from SLA

The SLA does not apply to service interruptions caused by :

• Factors outside Company's reasonable control (force majeure, internet failures, third-party services)
• Client's equipment, software, or internet connection issues
• Actions or inactions by Client or End Users
• Client's failure to follow Documentation or implementation recommendations
• Scheduled maintenance with proper notice

10. Data Ownership, Security, and Retention

10.1 Data Ownership

As between Company and Client :

• Monitoring Data: Client owns all Monitoring Data collected through the Services. Company acts as a Data Processor/Service Provider with respect to such data.
• Platform and Software: Company retains all rights, title, and interest in the Services, Software, Documentation, and underlying technology, including all intellectual property rights.
• Aggregated/Anonymized Data: Company may use aggregated, de-identified data for analytics, research, and service improvement, provided such data cannot be linked back to Client or End Users.

10.2 Data Security

Company implements industry-standard security measures :

• Encryption: TLS 1.3 for data in transit; AES-256 for data at rest
• Access Controls: Role-based access with multi-factor authentication options
• Infrastructure: Secure cloud hosting with Cloudflare Pages and AWS
• Monitoring: 24/7 security monitoring, intrusion detection, and incident response
• Compliance: Regular security audits, vulnerability assessments, and penetration testing

Company maintains comprehensive information security policies based on industry-standard frameworks.

10.3 Data Retention and Deletion

Company retains Monitoring Data according to the following schedule :

Client-Initiated Deletion: Administrators can manually delete Monitoring Data at any time through the dashboard. Deleted data is permanently removed within 30 days, including from backups.

Post-Termination: Upon subscription termination, Client has 30 days to export data. After 30 days, all Monitoring Data is permanently deleted.

10.4 Data Portability

Client may export Monitoring Data at any time in CSV or JSON format through the admin dashboard. Data exports include screenshots (as ZIP files), productivity reports, and session logs.

11. Intellectual Property Rights

11.1 Company IP

Company retains all rights, title, and interest in and to :

• The Services, Software, and Documentation
• All trademarks, service marks, logos, and branding ("Marks")
• All algorithms, AI models, productivity scoring methodologies, and proprietary technology
• All enhancements, modifications, and derivative works to the Services
• All feedback, suggestions, and ideas provided by Client

Client acquires no ownership rights except the limited license granted in Section 3.

11.2 Client Data License to Company

Client grants Company a limited, worldwide, royalty-free license to :

• Use, process, and store Monitoring Data solely to provide the Services
• Create aggregated, anonymized analytics that cannot identify Client or End Users
• Use Client's name and logo in client lists and marketing materials (unless Client opts out)

11.3 Feedback

If Client provides suggestions, ideas, or feedback about the Services, Company may use such feedback without obligation or compensation to Client.

12. Warranties and Disclaimers

12.1 Client Warranties

Client represents and warrants that :

• Client has authority to enter into this Agreement and deploy employee monitoring software
• Client will comply with all applicable laws, including employment, privacy, and surveillance laws
• Client has obtained all necessary consents and provided required notices to End Users
• Client's use of Services will not violate third-party rights
• All information provided to Company is accurate and complete

12.2 Company Warranties

Company warrants that :

• Services will perform substantially in accordance with Documentation
• Company has the right to grant the license provided herein
• Services do not infringe third-party intellectual property rights (to Company's knowledge)

Warranty Remedy: Client's sole remedy for breach of warranty is Company's re-performance of deficient Services or, if Company cannot cure the breach within 30 days, termination and pro-rata refund of prepaid fees for the defective portion.

12.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY: The Services are suitable for general employee monitoring but may not fit all specific business needs
• FITNESS FOR PARTICULAR PURPOSE: Company does not warrant Services will meet Client's specific requirements or use cases
• NON-INFRINGEMENT: Beyond express warranty in Section 12.2
• ACCURACY OR RELIABILITY: AI productivity scores are estimates; Company does not guarantee accuracy
• UNINTERRUPTED OR ERROR-FREE OPERATION: Services may experience downtime, bugs, or interruptions
• SECURITY: While Company implements robust security, no system is completely secure from all threats
• DATA RECOVERY: Company is not responsible for data loss due to Client actions or system failures
• LEGAL COMPLIANCE: Company does not warrant that Services comply with laws in Client's specific jurisdiction; Client is responsible for legal compliance
• THIRD-PARTY ACTIONS: Company is not liable for End User attempts to circumvent monitoring

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES. IF APPLICABLE, THE DURATION OF IMPLIED WARRANTIES IS LIMITED TO 90 DAYS FROM DATE OF PURCHASE.

Client acknowledges that:

• AI-generated productivity scores are algorithmic estimates, not definitive performance evaluations
• Screenshot capture may occasionally fail due to technical limitations or End User device issues
• Audio presence detection indicates microphone activity, not specific content of conversations
• Monitoring effectiveness depends on proper implementation and End User cooperation

13. Limitation of Liability

13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING BUT NOT LIMITED TO :

• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA OR MONITORING DATA (beyond obligation to re-perform Services)
• BUSINESS INTERRUPTION OR DOWNTIME
• LOSS OF GOODWILL OR REPUTATION
• COST OF SUBSTITUTE SERVICES OR TECHNOLOGY
• EMPLOYEE CLAIMS OR LITIGATION arising from Client's use of monitoring features
• REGULATORY FINES OR PENALTIES for Client's non-compliance with privacy laws
• WRONGFUL TERMINATION OR EMPLOYMENT DISPUTES based on Monitoring Data
• SECURITY BREACHES affecting End User devices due to Software installation
• DAMAGES ARISING FROM THIRD-PARTY CLAIMS

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 CAP ON LIABILITY

COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL SUBSCRIPTION FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR

This cap applies to all claims collectively, not per incident or claim.

13.3 Exceptions to Limitations

The limitations in Sections 13.1 and 13.2 do NOT apply to :

• Client's payment obligations (fees, taxes, late charges)
• Client's indemnification obligations under Section 14
• Liability arising from gross negligence, willful misconduct, or fraud
• Violations of intellectual property rights
• Claims that cannot be limited under applicable law (e.g., personal injury, death)

13.4 Allocation of Risk

CLIENT ACKNOWLEDGES AND AGREES THAT:

• The limitations in this Section 13 reflect a reasonable allocation of risk between the parties
• Subscription fees are set in reliance on these limitations
• Without these limitations, subscription fees would be substantially higher
• These limitations are fundamental elements of the bargain between Company and Client

13.5 Essential Purpose

If any remedy fails of its essential purpose, this limitation of liability shall nonetheless continue in full force and effect.

13.6 Claim Period

No action arising out of these Terms or the Services may be brought more than twelve (12) months after the cause of action accrues.

14. Indemnification

14.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to :

Employment and Privacy Claims:

• Client's failure to obtain required End User consents or provide adequate notice
• Violations of employment laws, labor regulations, or workplace privacy laws
• Wrongful termination or employment discrimination claims based on Monitoring Data
• Violations of audio recording, wiretapping, or surveillance laws
• End User data subject rights claims (GDPR, DPDP Act, state privacy laws)

Misuse and Violations:

• Client's violation of these Terms, Acceptable Use Policy, or Privacy Policy
• Client's unauthorized or unlawful use of the Services
• Client's infringement of third-party intellectual property or privacy rights
• Monitoring of individuals outside Client's employment/contractual relationship
• Use of Monitoring Data beyond legitimate business purposes

Content and Data:

• Any content, data, or information provided by Client or End Users
• Defamatory, offensive, or unlawful content captured in screenshots
• Breach of confidentiality or trade secret misappropriation through monitoring

14.2 Company Indemnification Obligations

Company agrees to indemnify, defend, and hold harmless Client from and against third-party claims that the Services, when used as authorized under these Terms, infringe or misappropriate any third-party intellectual property rights (patents, copyrights, trademarks, or trade secrets).

Company's Indemnification Exclusions:

Company has no obligation to indemnify for claims arising from :

• Modifications to the Services made by Client or third parties
• Use of the Services in combination with non-Company products or services
• Client's failure to implement updates or patches provided by Company
• Use of the Services in violation of these Terms or Documentation
• Client's content, data, or instructions

Company's Remedies:

If the Services become, or Company believes may become, subject to an infringement claim, Company may at its option :

• Obtain the right for Client to continue using the Services
• Modify the Services to make them non-infringing
• Replace the Services with functionally equivalent non-infringing alternatives
• If none of the above are commercially reasonable, terminate the Agreement and refund prepaid fees for unused subscription period

14.3 Indemnification Procedures

To receive indemnification, the indemnified party must :

• Promptly notify the indemnifying party in writing of the claim
• Grant the indemnifying party sole control over defense and settlement
• Provide reasonable cooperation and assistance at indemnifying party's expense
• Not admit liability or settle the claim without indemnifying party's prior written consent

Failure to provide prompt notice does not relieve the indemnifying party's obligations except to the extent materially prejudiced by the delay.

14.4 Limitations

The indemnifying party's obligations are contingent on :

• The claim being brought by an independent third party (not an affiliate or related entity)
• The indemnified party complying with notification and cooperation requirements
• The indemnified party not taking actions that increase liability or compromise defense

15. Confidentiality

15.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or would reasonably be understood to be confidential, including :

• Company Confidential Information: Services architecture, algorithms, AI models, pricing structures, security practices, roadmaps
• Client Confidential Information: Monitoring Data, business operations, employee information, strategic plans

15.2 Confidentiality Obligations

Receiving Party agrees to :

• Use Confidential Information only for purposes of performing under this Agreement
• Protect Confidential Information using at least the same degree of care used for its own confidential information (but no less than reasonable care)
• Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations
• Not disclose Confidential Information to third parties without prior written consent

15.3 Exceptions

Confidentiality obligations do not apply to information that :

• Was publicly known at the time of disclosure or becomes publicly known through no fault of Receiving Party
• Was rightfully in Receiving Party's possession without confidentiality restrictions prior to disclosure
• Is independently developed by Receiving Party without reference to Confidential Information
• Is required to be disclosed by law, regulation, or court order (with prompt notice to Disclosing Party)

15.4 Duration

Confidentiality obligations survive termination of this Agreement for five (5) years.

16. Term and Termination

16.1 Subscription Term

This Agreement begins on the date Client first accepts these Terms and continues for the duration of the Subscription Period (monthly or annual).

Automatic Renewal: Subscriptions automatically renew for successive periods of the same duration unless either party provides written cancellation notice at least 7 days before the end of the current term.

16.2 Termination for Convenience

By Client: Client may cancel at any time as described in Section 8.2. Cancellation takes effect at the end of the current billing period; no refunds for unused time.

By Company: Company may terminate free trial accounts at any time without notice or liability.

16.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party :

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in fraudulent, illegal, or unethical conduct in connection with the Services

Company Immediate Termination Rights:

Company may suspend or terminate Services immediately without notice if :

• Client fails to pay undisputed fees within 15 days of due date
• Client violates Acceptable Use Policy or applicable laws
• Client's use poses security risks to Company systems or other customers
• Court order or law enforcement requires suspension
• Continued service would violate applicable laws

16.4 Effects of Termination

Upon termination :

Immediate Effects:

• Client's access to Services is suspended or terminated
• All licenses granted under Section 3 immediately terminate
• Client must cease using all Software and Documentation
• Client must uninstall all Software from End User devices

Data Access Period:

• Client has 30 days to export Monitoring Data via the admin dashboard
• After 30 days, all Client data is permanently deleted (except as required for legal/accounting purposes)

Financial Obligations:

• Client remains liable for all fees incurred through the effective termination date
• No refunds are provided for prepaid fees (except as specified in Section 8.1)
• Termination does not waive any amounts owed

16.5 Survival

The following sections survive termination: 2 (Definitions), 5.5 (Indemnification for Misuse), 6.5 (Late Payments), 8 (Refund Policy), 10 (Data Ownership), 11 (Intellectual Property), 12.3 (Warranty Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Confidentiality), 16.4 (Effects of Termination), 17 (Dispute Resolution), and 18 (General Provisions).

17. Dispute Resolution and Governing Law

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

For Clients located in:

• European Union: GDPR compliance obligations apply; disputes may be subject to EU consumer protection laws
• United States: State-specific employment and privacy laws apply; federal laws (ECPA, SCA) govern certain monitoring activities

17.4 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution through :

• Written notice to the other party describing the dispute
• 30-day negotiation period between authorized representatives
• Escalation to senior management if initial discussions fail

17.5 Arbitration (Optional)

For Enterprise clients, disputes may be resolved through binding arbitration as specified in a separate Enterprise Agreement. Arbitration shall be conducted in accordance with [Arbitration Body] rules, with proceedings in English, located in [City], India.

Arbitration Exclusions:

The following matters are excluded from arbitration and may be brought in court:

• Intellectual property infringement claims
• Emergency injunctive relief
• Collection of undisputed fees

17.6 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, DPA, Acceptable Use Policy, and any executed Order Forms or Statements of Work, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter.

18.2 Amendments

Company reserves the right to modify these Terms as described in Section 1.3. Modifications do not apply retroactively and become effective upon posting or as stated in the notice.

18.3 Assignment

Client may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement to affiliates or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

18.4 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government actions, labor disputes, internet failures, or third-party service provider outages.

18.5 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

18.6 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties only and does not confer any rights upon third parties, except that Company's affiliates and service providers are intended third-party beneficiaries of sections limiting liability and requiring indemnification.

18.7 Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

18.8 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by the waiving party.

18.10 Export Compliance

Client agrees to comply with all applicable export and import laws and regulations. Client shall not export, re-export, or transfer the Software to prohibited countries, entities, or individuals.

18.11 Government Use

If Client is a government entity, the Services constitute "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable procurement regulations.

18.12 Language

This Agreement is executed in English. Any translation is provided for convenience only; the English version controls in case of conflict.

18.13 Headings

Section headings are for convenience only and do not affect interpretation.